UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

WAYNE SAVINGS BANCSHARES, INC.

(Name of Registrant as Specified in Its Charter)

STILWELL VALUE PARTNERS VII, L.P.

STILWELL ACTIVIST FUND, L.P.

STILWELL ACTIVIST INVESTMENTS, L.P.

STILWELL PARTNERS, L.P.

STILWELL VALUE LLC

JOSEPH STILWELL

STEPHEN S. BURCHETT

MARK D. ALCOTT

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials:

☐          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

The Stilwell Group, together with the other participants named herein, has filed a definitive proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its director nominee at the 2017 annual meeting of stockholders of Wayne Savings Bancshares, Inc.

On March 21, 2017, the Stilwell Group delivered the following letter and GREEN proxy card to stockholders of Wayne Savings Bancshares, Inc.

The Stilwell Group

111 Broadway, 12th Floor

New York, NY 10006

(212) 269-1551

INFO@STILWELLGROUP.COM

March 21, 2017

Dear Fellow Stockholder,

We believe all publicly traded companies should welcome new board members who have been vetted and nominated by major stockholders. In the last 25 years, we have invested in hundreds of community banks across the country and have extensive experience in working to maximize stockholder value at these institutions. We have been active in approximately 60 community banks and have placed 16 directors on boards.

Following our nomination of Stephen S. Burchett, the Wayne Savings board was arrogant – or foolish – enough to hire the largest law firm in the U.S.¹ presumably for stockholders’ top dollar to fight a proxy contest. The board plans to spend half a million dollars² to keep our highly qualified, stockholder-friendly nominee out of “their” boardroom. Maybe if the current directors had more skin in the game they would care about such expenses – but together they have a measly 2.08% ownership stake in the company they govern.³ By the board’s estimate, this proxy contest will only cost them $10,406 while it will cost you, me, and the other owners $489,594! As usual, the board’s actions are thoroughly disappointing!

Stephen S. Burchett is an experienced community bank director who, if elected, will have a mandate to maximize value for all stockholders. If you agree that an outside, stockholder-elected director would benefit Wayne Savings, please submit your vote FOR Stephen S. Burchett on the GREEN proxy card today.

Thank you for your support.

Sincerely,

Megan Parisi

917-881-8076

mparisi@stilwellgroup.com

¹ https://www.law360.com/articles/777439/the-law360-400. Jones Day is also one of the ten largest law firms in the world. See https://en.wikipedia.org/wiki/Jones_Day

² See WAYN’s Form PREC14A filed with the SEC on March 10, 2017, p. 3.

³ See WAYN’s Form PREC14A filed with the SEC on March 10, 2017, p. 20.