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):  September 28, 2022

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On September 28, 2022, the stockholders of PB Bankshares, Inc. (the “Company”) approved the Company’s 2022 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and Presence Bank. A description of the material terms of the Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on August 19, 2022. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07
Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Company was held on September 28, 2022.  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 Securities and Exchange Commission on August 19, 2022. 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
Joseph W. Carroll
  
1,468,327
  
63,021
  
501,215
Thomas R. Greenfield
  
1,458,645
  
72,703
  
501,215
R. Cheston Woolard
  
1,466,927
  
64,421
  
501,215


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, 2022.

For
Against
Abstain
Broker Non-Votes
1,996,872
15,827
19,864
—


3.
The approval of the Company’s 2022 Equity Incentive Plan.
 
       
For
Against
Abstain
Broker Non-Votes
1,384,856
111,352
35,140
501,215


Item 9.01. Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No.
  
Description
     
       


104
  

Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)


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: September 29, 2022
By:  
 /s/ Lindsay S. Bixler
   
Lindsay S. Bixler
   
Executive Vice President and Chief Financial Officer