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)
     July 7, 2011 
 
 
GS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
 
 
Louisiana     000-22269 
72-1341014
(State or other jurisdiction
       of incorporation)
(Commission File Number)
(IRS Employer
 Identification No.)
 
 
3798 Veterans Boulevard, Metairie, Louisiana
 70002
(Address of principal executive offices)
 (Zip Code)
 
 
Registrant's telephone number, including area code 
    (504) 457-6220 
 
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 5.07
  
Submission of Matters to a Vote of Security Holders
 
(a)           At a Special Meeting of Shareholders (the “Special Meeting”) of GS Financial Corp. (the “Company”) held on July 7, 2011, shareholders of the Company approved the amended and restated Agreement and Plan of Merger, dated as of March 30, 2011, by and between the Company and Home Bancorp, Inc. (the “Merger Agreement”).  Shareholders also approved, on an advisory basis, the compensation which may be received by the named executive officers of GS Financial Corp. in connection with the merger.
 
(b)           There were 1,257,938 shares of common stock of the Company eligible to be voted at the Special Meeting and 1,038,534 shares represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
 
The items voted upon at the Special Meeting and the vote for each proposal were as follows:
 
 
1.
To approve and adopt the amended and restated Agreement and Plan of Merger by and between GS Financial Corp. and Home Bancorp, Inc., dated as of March 30, 2011:
 
 
FOR
  
 
    AGAINST
  
 
     ABSTAIN
  
BROKER
NON-VOTES
             
     1,036,351
  
1,625
  
558
  
             0
 
 
2.
To approve, on an advisory basis, the compensation that may be received by the named executive officers of GS Financial Corp. in connection with the merger:
 
 
FOR
  
 
    AGAINST
  
 
     ABSTAIN
  
BROKER
NON-VOTES
             
     931,148
  
51,259
  
56,127
  
             0
 
 
3.
To approve the adjournment of the Special Meeting, if necessary to solicit additional proxies in favor of approval and adoption of the Merger Agreement:
 
FOR
  
AGAINST
  
ABSTAIN
         
1,035,856
  
1,989
  
689
 
(c)           Not applicable
 
 
ITEM 8.01    Other Events
 
On July 7, 2011, the Company issued a press release announcing that the Company’s shareholders had approved the proposed merger with Home Bancorp, Inc. Reference is made to the Company’s press release dated July 7, 2011, which is included as Exhibit 99.1 hereto and incorporated herein by reference thereto.  The press release attached hereto is being furnished to the SEC and shall not be deemed to be “filed” for any purpose except otherwise provided herein or incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference in such filing.
 
 
2
 
 
 
ITEM 9.01
Financial Statements and Exhibits
     
 
(a)
Not applicable.
 
(b)
Not applicable.
 
(c)
Not applicable.
 
(d)
Exhibits
 
 
The following exhibits are filed herewith.
 
 
  Exhibit Number   Description
       
  99.1   Press release dated July 7, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 
 
 
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 thereunto duly authorized.
 
 
 
GS FINANCIAL CORP.
   
     
Date:  July 8, 2011
By:
 /s/Bruce A. Scott
 
Bruce A. Scott
 
Executive Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 
 
EXHIBIT INDEX
 
 
  Exhibit Number   Description
       
  99.1   Press release dated July 7, 2011