レイクショアバンコープの適時開示・総会結果・その他

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): July 01, 2025

    

Lake Shore Bancorp, Inc.

(Exact name of Registrant as Specified in Its Charter)


United States	000-51821	20-4729288
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

31 East Fourth Street
Dunkirk, New York		14048
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 716 366-4070

    

     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:

☐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 per share	LSBK	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 5.07 Submission of Matters to a Vote of Security Holders.

On July 1, 2025, Lake Shore Bancorp, Inc. (“Lake Shore Federal Bancorp”) held a Special Meeting of Stockholders (the “Special Meeting”). The final vote results on each matter submitted to a vote of stockholders are as follows:

1. To approve an Amended and Restated Plan of Conversion and Reorganization, whereby Lake Shore, MHC and Lake Shore Federal Bancorp will convert and reorganize from the mutual holding company structure to the stock holding company structure:

Including Votes Cast by Lake Shore, MHC:


	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Number of votes		5,035,927		10,244		4,050		67,988

Excluding Votes Cast by Lake Shore, MHC:


	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Number of votes		1,399,052		10,244		4,050		67,988

2. To approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient proxies at the time of the Special Meeting to approve the Amended and Restated Plan of Conversion and Reorganization:


	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Number of votes		5,095,625		20,809		1,775		-

3. Informational proposal to approve a provision in the Articles of Incorporation of Lake Shore Bancorp, Inc. requiring a super-majority vote of stockholders to approve certain amendments to the Articles of Incorporation:


	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Number of votes		4,545,450		493,391		11,380		67,988

4. Informational proposal to approve a provision in the Articles of Incorporation of Lake Shore Bancorp, Inc. requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to the Bylaws of Lake Shore Bancorp, Inc.:


	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Number of votes		4,514,828		527,313		8,080		67,988

5. Informational proposal to approve a provision in the Articles of Incorporation of Lake Shore Bancorp, Inc. to limit the voting rights of shares beneficially owned in excess of 10% of the outstanding voting stock of Lake Shore Bancorp, Inc.:


	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Number of votes		4,535,859		506,039		8,323		67,988

Item 8.01 Other Events.

On July 1, 2025, the members of Lake Shore, MHC, the mutual holding company parent of Lake Shore Federal Bancorp, approved the Amended and Restated Plan of Conversion and Reorganization.

On July 1, 2025, Lake Shore Federal Bancorp issued a press release to announce the receipt of stockholder approval and member approval. A copy of the press release is filed as an exhibit hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated July 1, 2025

104 Cover Page Interactive Data File (embedded within Inline XBRL document)

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.


			Lake Shore Bancorp, Inc.

Date:	July 1, 2025	By:	/s/ Taylor M. Gilden
			Taylor M. Gilden, Chief Financial Officer and Treasurer

EX-99.1 2 lsbk-ex99_1.htm EX-99.1 EX-99.1

Lake Shore Bancorp, Inc. Announces Results of Special Meetings of

Stockholders and Members

DUNKIRK, N.Y. — July 1, 2025 — Lake Shore Bancorp, Inc. (“Lake Shore Federal Bancorp”) (NASDAQ: LSBK), the holding company for Lake Shore Savings Bank (the “Bank”), announced today that at special meetings held on July 1, 2025, the stockholders of Lake Shore Federal Bancorp and the members of Lake Shore, MHC (depositors of the Bank) approved the Amended and Restated Plan of Conversion and Reorganization in connection with Lake Shore, MHC’s previously announced plan to convert from the mutual holding company to the fully public stock holding company form of organization and the Bank’s conversion from a federal savings bank to a New York chartered commercial bank.

The closing of the conversion and the stock offering of Lake Shore Bancorp, Inc. remains subject to receipt of final regulatory approvals and customary closing conditions.

This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus when accompanied by a stock order form. The shares of common stock to be offered for sale by Lake Shore Bancorp, Inc. are not savings accounts or savings deposits and are not insured by the Federal Deposit Insurance Corporation or by any other government agency.

About Lake Shore

Lake Shore Federal Bancorp is the mid-tier holding company of Lake Shore Savings Bank, a federally chartered, community-oriented financial institution headquartered in Dunkirk, New York. The Bank has ten full-service branch locations in Western New York, including four in Chautauqua County and six in Erie County. The Bank offers a broad range of retail and commercial lending and deposit services. Lake Shore Federal Bancorp’s common stock is traded on the NASDAQ Global Market as “LSBK”. Additional information about Lake Shore Federal Bancorp is available at www.lakeshoresavings.com.

Safe-Harbor

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on current expectations, estimates and projections about Lake Shore Federal Bancorp’s, Lake Shore Bancorp, Inc.’s (collectively, the “Company”) and the Bank’s industry, and management’s beliefs and assumptions. Words such as anticipates, expects, intends, plans, believes, estimates and variations of such words and expressions are intended to identify forward-looking statements. Such statements reflect management’s current views of future events and operations. These forward-looking statements are based on information currently available to the Company as of the date of this release. It is important to note that these forward-looking statements are not guarantees of future performance and involve and are subject to significant risks, contingencies, and uncertainties, many of which are difficult to predict and are generally beyond our control including, but not limited to, that the proposed transaction may not be timely completed, if at all, that required final regulatory approvals are not timely received, if at all, or that other customary closing conditions are not satisfied in a timely manner, if at all, data loss or other security breaches, including a breach of our operational or security systems, policies or procedures, including cyber-attacks on us or on our third party vendors or service providers, economic conditions, the effect of changes in monetary and fiscal policy, inflation, tariffs, unanticipated changes in our liquidity position, climate change, geopolitical conflicts, public health issues, increased unemployment, deterioration in the credit quality of the loan portfolio and/or the value of the collateral securing repayment of loans, reduction in the value of investment securities, the cost and ability to attract and retain key employees, regulatory or legal developments, tax policy changes, dividend policy changes and our ability to implement and execute our business plan and strategy and expand our operations. These factors should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements, as our financial performance could differ materially due to various risks or uncertainties. We do not undertake to publicly update or revise our forward-looking statements if future changes make it clear that any projected results expressed or implied therein will not be realized.

# # # # #

Source: Lake Shore Bancorp, Inc.

Category: Financial

Investor Relations/Media Contact

Kim C. Liddell

President, CEO, and Director

Lake Shore Bancorp, Inc.

31 East Fourth Street

Dunkirk, New York 14048

(716) 366-4070 ext. 1012