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):   February 21, 2023

CFSB BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)

United States of America
001-41220
87-4396534
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)

15 Beach Street, Quincy, Massachusetts
02170
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code:   (617) 471-0750

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 Per Share
  
CFSB
  
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

On February 21, 2023, the stockholders of CFSB Bancorp, Inc. (the “Company”) approved the CFSB Bancorp, Inc. 2023 Equity Incentive Plan (the “Equity Plan”).  A description of the material terms of the Equity Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders of the Company held on February 21, 2023, which was filed with the Securities and Exchange Commission on January 13, 2023.  A copy of the Equity Plan is being 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 February 21, 2023.  The final results of the vote on each matter submitted to a vote of stockholders are as follows:

1.
The following individuals were elected as directors of the Company for a three-year term or until his or her successor is duly elected and qualified, by the following vote:

   
For
  
Withhold
  
Broker Non-Votes
             
Edward Keohane
  
5,091,889
  
249,315
  
666,455
Michael E. McFarland
  
5,097,602
  
243,602
  
666,455
Tracy L. Wilson
  
5,096,065
  
245,139
  
666,455

2.
The CFSB Bancorp, Inc. 2023 Equity Incentive Plan was approved by the following vote:

For
  
Against
  
Abstentions
  
Broker Non-Votes
1,382,795
  
 
 
334,049
  
37,457
  
666,455

3.
The appointment of Wolf & Company, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 was ratified by the following vote:

For
  
Against
  
Abstentions
  
5,908,499
  
77,454
  
21,706
  
 


Item 9.01 Financial Statements and Exhibits

(a)
Financial Statements of Businesses Acquired.  Not applicable.

(b)
Pro Forma Financial Information.  Not applicable.

(c)
Shell Company Transactions.  Not applicable.

(d)
Exhibits.


Exhibit No. Description


 10.1


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.


 
CFSB BANCORP, INC.
   
   
   
DATE: February 22, 2023
By:        /s/ Michael E. McFarland
 
Michael E. McFarland
 
President and Chief Financial Officer



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