M&A - LAKE SHORE BANCORP, INC.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000095017025092175

Filing Summary: On July 1, 2025, Lake Shore Bancorp, Inc. held a Special Meeting of Stockholders to vote on a significant reorganization. The key agenda included an Amended and Restated Plan of Conversion and Reorganization transitioning from a mutual holding company structure to a stock holding company structure. The results showed overwhelming approval, with 5,035,927 votes for the plan and 10,244 against, plus 4,050 abstentions. Other proposals included the adjournment of the meeting to gather more proxies, charges of super-majority voting requirements for specific amendments, and limitations on voting rights for shares owned beyond 10% of outstanding stock. All additional proposals also received favorable votes. The meeting concluded with the members of Lake Shore, MHC endorsing the merger, and a press release was issued to confirm these approvals.

Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000119312525054830

Filing Summary: On March 11, 2025, Lake Shore Bancorp, Inc. filed a Form 8-K detailing significant corporate actions. The company entered into an employment agreement with Taylor M. Gilden, the Chief Financial Officer, effective until December 16, 2027, with provisions for renewal based on performance evaluation. The agreement outlines his compensation, including an annual salary of $265,000 and eligibility for bonuses. Additionally, the report mentions an amendment to the Plan of Conversion and Reorganization, where the Bank will undergo a second-step conversion to transition to a fully-public stock holding company structure. This includes increasing purchase limits for shares from $750,000 to $1,500,000. The Board also suspended cash dividends pending the completion of the conversion process to avoid diluting public stockholders’ ownership. The ability to resume dividends will be assessed post-completion, considering various conditions.

Form Type: 425

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000095017025010817

Filing Summary: On January 27, 2025, the Board of Directors of Lake Shore, MHC, the parent mutual holding company of Lake Shore Bancorp, Inc., adopted a Plan of Conversion and Reorganization. This Plan entails a 'second-step' conversion where Lake Shore, MHC will convert, and Lake Shore Savings Bank will reorganize from a two-tier mutual holding company structure to a fully-public stock holding company structure. Consequently, Lake Shore, MHC will cease to exist, and a newly-chartered stock holding company (the 'New Bank Holding Company') will replace Lake Shore Bancorp as the stock holding company for Lake Shore Savings Bank. The conversion requires regulatory approval. The adopted Plan includes the conversion of common stock shares of Lake Shore Bancorp owned by non-MHC shareholders into shares of the New Bank Holding Company, based on a defined exchange ratio aimed at maintaining ownership percentages. A subscription offering will provide shares of the New Bank Holding Company to eligible account holders, determined as of December 31, 2023. Approval from members of Lake Shore, MHC and stockholders of Lake Shore Bancorp is also necessary. The announced adoption of the Plan was further disseminated through a press release on January 30, 2025.

Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000095017025010816

Filing Summary: On January 27, 2025, the Board of Directors of Lake Shore, MHC, the parent mutual holding company of Lake Shore Bancorp, Inc., adopted a Plan of Conversion and Reorganization. This plan involves Lake Shore, MHC undertaking a 'second-step' conversion, and Lake Shore Savings Bank reorganizing from a two-tier mutual holding company structure to a fully-public stock holding company structure. Following this reorganization, Lake Shore, MHC will cease to exist, and a newly-chartered stock holding company will be established as the successor of Lake Shore Bancorp. Lake Shore Savings Bank intends to seek regulatory approval to convert its charter into a New York-chartered commercial bank. The plan includes converting shares of common stock of Lake Shore Bancorp owned by external parties into shares of the New Bank Holding Company while preserving ownership interests. Additionally, the New Bank Holding Company will offer shares of common stock in a subscription offering, and eligibility for these offerings will be based on the record date of December 31, 2023. The entire plan is subject to various approvals, including regulatory and member approvals. On January 30, 2025, Lake Shore Bancorp also issued a press release regarding this plan.