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):  May 21, 2024

PB Bankshares, Inc.
(Exact Name of Registrant as Specified in Charter)

Maryland
001-40612
86-3947794
(State or Other Jurisdiction
(Commission File No.)
(I.R.S. Employer
of Incorporation)
  
Identification No.)
     
185 East Lincoln Highway, Coatesville, Pennsylvania
19320
(Address of Principal Executive Offices)
(Zip Code)


Registrant's telephone number, including area code: (610) 384-8282

Not Applicable
(Former name or former address, if changed since last report)


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))

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 Stock, par value $0.01
  
PBBK
  
The Nasdaq Stock Market, LLC

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 1.02
Termination of a Material Definitive Agreement

On May 21, 2024, Ferfeldt Investments LLC (the “Buyer”) delivered to Presence Bank (the “Bank”), a wholly owned subsidiary of PB Bankshares, Inc. (the “Company”), written notice of termination of the Purchase and Sale Agreement (the “Agreement”), dated February 21, 2024 between the Buyer and the Bank. The Agreement provided that the Bank would sell vacant land adjoined to the Bank’s branch at 691 W. Main Street, New Holland, Pennsylvania. The purchase price of $950,000 would have been payable to the Bank at closing. The Agreement provided that the Buyer could elect to terminate the Agreement during the inspection period and the Buyer elected to terminate under this clause. The Agreement was filed with the Securities and Exchange Commission (the “SEC”) by the Company as an exhibit to a Current Report on Form 8-K on February 27, 2024.

Item 5.07
Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Company was held on May 22, 2024.  The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the SEC on April 19, 2024. All proposals were approved by the Company’s stockholders.  The final results of the stockholder vote were as follows:

1. Election of directors for three-year terms.

   
For
Withheld
Broker
Non-Votes
Spencer J. Andress
  
1,516,761
  
207,198
  
382,366
Jane B. Tompkins
  
1,429,041
  
294,918
  
382,366
M. Joye Wentz
  
1,397,651
  
326,308
  
382,366

2.   The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
For
Against
Abstain
Broker Non-Votes
2,092,066
9,806
4,453
—


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.




   
PB BANKSHARES, INC.
     
     
     
DATE: May 24, 2024
By:  
/s/ Lindsay S. Bixler
   
Lindsay S. Bixler
   
Executive Vice President and Chief Financial Officer