8-K

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 27, 2017

FSB BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-37831	81-2509654
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

45 South Main Street, Fairport, New York	14450
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (585) 223-9080

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))

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)Amendment to SERPs.On September 27, 2017, Fairport Savings Bank (the "Bank"), the wholly-owned subsidiary of FSB Bancorp, Inc. (the "Company"), adopted individual amendments to the (1) Fairport Savings Bank Supplemental Executive Retirement Plan, for which Dana Gavenda, President and Chief Executive Officer is a participant, and (2) Supplemental Executive Retirement Agreement with Kevin D. Maroney, Chief Operating Officer and Chief Financial Officer (collectively, the "SERPs").  The amendments: (1) require that benefit obligations due to the participants under the SERPs will be paid by the Bank into an irrevocable grantor trust for the benefit of the participants in the SERPs upon on a change in control of the Company or the Bank; and (2) limit the Bank's right to unilaterally accelerate the payments due to the participants under the SERPs.

The foregoing descriptions of the material terms of each of the aforementioned amendments to the SERPs do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 8.01 Other Events.

On October 2, 2017, the Company granted a total of 146,080 stock options and 60,200 restricted stock awards under the FSB Bancorp, Inc. 2017 Equity Incentive Plan (the "Plan") to officers and directors of the Company and the Bank.  Each award granted under the Plan is evidenced by an award agreement signed by the grantee.

The Incentive Stock Option Award Agreement and the Non-Statutory Stock Option Award Agreement provide the terms of individual option grants, including the number of options granted, the exercise price per share, the date of grant, the vesting schedule, restrictions on transfer, the effect of termination under certain conditions, and the term and expiration date of the options.

The Restricted Stock Award Agreement provides the terms of individual restricted stock awards, including the number of shares awarded, the vesting schedule, restrictions on transfer, grantee rights prior to vesting of awards, and the effect of termination under certain conditions.

The foregoing description of the material terms of each of the aforementioned award agreements do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.3, 10.4 and 10.5 to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(a)	No financial statements of businesses acquired are required.
(b)	No pro forma financial information is required.
(c)	Not Applicable.
(d)	Exhibits.
	10.1	Amendment to Fairport Savings Bank Supplemental Executive Retirement Plan, dated September 27, 2017.
	10.2	Amendment to the Supplemental Executive Retirement Agreement between Fairport Savings Bank and Kevin D. Maroney, dated September 27, 2017.
	10.3	Form of Restricted Stock Award Agreements (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 (File No. 333-220742), filed with the Securities and Exchange Commission on September 29, 2017).
	10.4	Form of Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-8 (File No. 333-220742), filed with the Securities and Exchange Commission on September 29, 2017).
	10.5	Form of Non-Statutory Stock Option Award Agreements (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-8 (File No. 333-220742), filed with the Securities and Exchange Commission on September 29, 2017).

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.

		FSB BANCORP, INC.
DATE: October 2, 2017	By:	/s/ Kevin D. Maroney
		Kevin D. Maroney
		Chief Operating Officer and Chief Financial Officer

EX-10.1

EXHIBIT 10.1

THE FIRST AMENDMENT TO THE

FAIRPORT SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This AMENDMENT NUMBER ONE TO THE FAIRPORT SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this "Amendment") is hereby adopted by Fairport Savings Bank (the "Bank") on September 27, 2017.

WHEREAS, effective February 15, 2006, the Bank adopted the Fairport Savings Bank Supplemental Executive Retirement Plan (the "Plan"); and

WHEREAS, the Bank desires to amend the Plan to (1) revise the requirements related to the establishment and funding of an irrevocable rabbi trust for the benefit of the participants in the Plan; and (2) to limit the Bank's right to accelerate the payments due under the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows:

1.New Section 4.5 of the Plan.  Section 4.5 is hereby added to the Plan to read as follows:

"4.5  Establishment and Funding of Rabbi Trust.  Upon a Change in Control, the balance of the Participant's Accrued SERP Obligation Account shall be paid by the Bank (or any successor) into an irrevocable rabbi trust that is a grantor trust for the benefit of the Participant and his or her beneficiaries, established prior to the effective time of the Change in Control.  The rabbi trust shall be established in accordance with Internal Revenue Service Rev. Proc. 92-64 and any other applicable law.  Such trust shall have an independent trustee, as selected by the Compensation Committee of the Bank.  The Bank (or its successor) shall pay the trustee fees for the lifetime of the trust.  The rabbi trust shall be dissolved after all assets are distributed from the trust to the Participant and his or her Beneficiary in accordance with the terms of the Plan."

2.Amendment to Section 6.4(a) of the Plan.  The following is hereby added to the end of Section 6.4(a) to read as follows:

"Notwithstanding anything in the Plan to the contrary, the Bank shall have no right to amend any provision of the Plan or the Participant's Participation Agreement that may result in the acceleration of the time of payment of the Participant's benefits payable under the Plan without written consent from the Participant."

3.Amendment to Section 6.5 of the Plan.  Section 6.5 of the Plan is hereby amended and restated in its entirety to read as follows:

"6.5  Termination

The Plan shall not be terminated by the Bank at any time, in whole or in part, without the written consent of each Participant, and such consent shall be required even if the Participant is no longer employed by the Bank."

4Capitalized Terms.  Capitalized terms herein shall have the meanings ascribed to them in the Plan except as otherwise expressly provided in this Amendment.

5.Effect of Amendment.  Except and to the extent modified by this Amendment, the provisions of the Plan shall remain in full force and effect and are hereby incorporated into and made a part of this Amendment.

[Signature Page Follows]

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IN WITNESS WHEREOF, a duly authorized representative of the Bank has executed this Amendment as of the date first written above.

FAIRPORT SAVINGS BANK

By:       /s/ Kevin D. Maroney

Name:  Kevin D. Maroney

Title:    COO/CFO

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EX-10.2

EXHIBIT 10.2

SECOND AMENDMENT TO THE

FAIRPORT SAVINGS BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

This SECOND AMENDMENT TO THE FAIRPORT SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOR KEVIN MARONEY (this "Amendment") is hereby entered into on September 27, 2017.

WHEREAS, Fairport Savings Bank (the "Bank") and Kevin Maroney ("Executive") entered into the Supplemental Executive Retirement Agreement, dated July 30, 2010 (the "Agreement"); and

WHEREAS, the Bank and Executive desire to amend the Agreement to (1) revise the requirements related to the establishment and funding of an irrevocable rabbi trust for the benefit of Executive; and (2) to limit the Bank's right to terminate and accelerate the payments due under the Agreement.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1.Amendment to Section 8.2 of the Agreement.  Section 8.2 of the Agreement is hereby amended and restated to read as follows:

"8.2  Plan Termination.  This Agreement may be terminated in all respects only by a written agreement signed by the Bank and the Executive.  The benefit payable shall be the Accrual Balance as of the date this Agreement is terminated.  The termination of this Agreement shall not cause a distribution of benefits under this Agreement.  Rather, upon such termination, benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3."

2.Deletion of Section 8.3 of the Agreement.  Section 8.3 of the Agreement is hereby deleted in its entirety.

3.Amendment to Section 9.6 of the Agreement.  Section 9.6 is hereby amended and restated in its entirety to read as follows:

"9.6  Unfunded Arrangement; Rabbi Trust.  Executive and the Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Agreement.  The benefits represent the mere promise by the Bank to distribute such benefits.  The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors.  Any insurance on the Executive's life or other informal funding asset is a general asset of the Bank to which Executive and Beneficiary have no preferred or secured claim.  Notwithstanding the foregoing, upon a Change in Control, the Executive's Accrual Balance shall be paid by the Bank (or any successor) into an irrevocable rabbi trust that is a grantor trust for the benefit of Executive and his beneficiaries, established prior to the effective time of the Change in Control.  The rabbi trust shall be established in accordance with Internal Revenue Service Rev. Proc. 92-64 and any other applicable law.  Such trust shall have an independent trustee, as selected by the Compensation Committee of the Bank.  The Bank (or its successor) shall pay the trustee fees for the lifetime of the trust.  The rabbi trust shall be dissolved after all assets are distributed from the trust to Executive and his Beneficiary in accordance with the terms of the Agreement."

4Capitalized Terms.  Capitalized terms herein shall have the meanings ascribed to them in the Agreement except as otherwise expressly provided in this Amendment.

5.Effect of Amendment.  Except and to the extent modified by this Amendment, the provisions of the Agreement shall remain in full force and effect and are hereby incorporated into and made a part of this Amendment.

[Signature Page Follows]

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IN WITNESS WHEREOF, Executive and a duly authorized representative of the Bank has executed this Amendment as of the date first written above.

FAIRPORT SAVINGS BANK

By:       /s/ Dana C. Gavenda

Name:  Dana C. Gavenda

Title:    President & CEO

EXECUTIVE

By:          /s/ Kevin D. Maroney

Kevin D. Maroney

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