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 26, 2013 (July 25, 2013)
WAYNE SAVINGS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-23433 | 31-1557791 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer |
| Identification No.) | ||
| 151 N. Market St., Wooster, Ohio | 44691 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (330) 264-5767
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)) |
| Item 5.03 | Amendment of By-laws |
At a meeting on July 25, 2013 the Board of Directors amended Bylaws Article VIII, clarifying the process for amending the Bylaws. This summary is qualified in its entirety by reference to the copy of amended Article VIII filed with this Form 8-K Current Report as an exhibit, which exhibit is incorporated herein by reference. The exhibit also includes a copy of Article II, section 10, a director age limitation, which was adopted by the board on July 28, 2005.
| Item 9.01(d) | Exhibits |
| Exhibit Number | Description |
| 3.2.1 | Bylaws of Wayne Savings Bancshares, Inc., Article II, section 10, and amended Article VIII |
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.
| WAYNE SAVINGS BANCSHARES, INC. | |
| Date: July 26, 2013 | /s/ H. Stewart Fitz Gibbon III |
| H. Stewart Fitz Gibbon III | |
| Executive Vice President | |
| Chief Operating Officer | |
| Chief Risk Officer | |
| Secretary and Treasurer |
Exhibit 3.2.1
1. Amendment of Article II, adding the following section 10 [amendment adopted by the Board of Directors on July 28, 2005]:
Section 10. Age Limitations.
No person 75 years of age or above shall be eligible for election, reelection, appointment, or reappointment to the Board of Directors of the Company. No director shall serve as such beyond the annual meeting of the Company immediately following the director becoming age 75. This age limitation does not apply to an advisory director or director emeritus.
2. Amendment of Article VIII, replacing the text of Article VIII with the following:
Article VIII – Amendment
The Board of Directors may by the affirmative vote of at least two-thirds of the directors amend, alter, or repeal these By-laws at any meeting of the Board, provided notice of the proposed change is given not less than two days prior to the meeting. Notwithstanding any other provision of these By-laws (and notwithstanding the fact that some lesser percentage may be specified by law), these By-laws shall not be amended, altered, or repealed except (x) by the stockholders of the Corporation, with the affirmative vote of the holders of at least 80% of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of stockholders called for that purpose (provided that notice of the proposed amendment, alteration, or repeal is included in the notice of meeting), or (y) as set forth above, by the board of directors by a two-thirds vote.