UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 9, 2023

ESSA Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)

Pennsylvania
  
001-33384
  
20-8023072
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)
     
200 Palmer Street, Stroudsburg, Pennsylvania
  
18360
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (570) 421-0531

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common
ESSA
The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 9, 2023, the Annual Meeting of Stockholder of ESSA Bancorp, Inc. (the “Company”) was held at 10:00 a.m., Eastern Time (the “Annual Meeting”). The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies. The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 25, 2023 (the “Proxy Statement”).

The matters considered and voted on by the stockholders at the Annual Meeting and the votes of the stockholders were as follows:

Proposal 1 – Election of Four Directors

The stockholders elected the following directors who were nominated to serve for a term of three years.

   
For
  
Withheld
  
Broker
non-votes
             
Daniel J. Henning
  
6,846,444
  
406,904
  
1,674,082
             
Elizabeth B. Weekes
  
6,746,410
  
506,938
  
1,674,082
             
Tina Q. Richardson
  
6,290,371
  
962,977
  
1,674,082

Proposal 2 –Ratification of the Appointment of Independent Registered Public Accountants

The stockholders approved the ratification of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023.

For
  
Against
  
Abstain
         
8,770,905
  
87,928
  
68,597

Proposal 3 – Advisory Vote on Executive Compensation

The stockholders approved, on a non-binding, advisory basis, the resolution regarding the executive compensation described in the Proxy Statement as follows:

For
  
Against
  
Abstain
  
Broker non-votes
             
6,643,937
  
531,871
  
77,540
  
1,674,082

Proposal 4 – Advisory Vote on Frequency of Future “Say-on-Pay” Advisory Votes

The stockholders voted, on a non-binding, advisory basis, on the frequency that stockholders will vote on the Company’s executive compensation as follows:

1 Year
  
2 Years
  
3 Years
  
Abstain
  
Broker non-votes
                 
6,285,404
  
166,103
  
548,418
  
253,423
  
1,674,082

In light of the voting results concerning the frequency with which stockholders will vote on the Company’s executive compensation, the Company’s Board of Directors intends that the Company will hold an annual advisory, non-binding vote on its executive compensation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



   
ESSA BANCORP, INC.
 
 
DATE:  March 9, 2023
By:  
/s/ Gary S. Olson
   
Gary S. Olson, President and
   
Chief Executive Officer