Fidelity Bancorp, Inc. - Recent Material Event

Item 5.07.  Submission of Matters to a Vote of Security Holders

On November 27, 2012, the Registrant held a special meeting of shareholders (the “Special Meeting”) at which the following items were voted on.

1.
Adoption of the Agreement and Plan of Merger, dated as of July 19, 2012, by and among Fidelity Bancorp, Inc., Fidelity Savings Bank, WesBanco, Inc. and WesBanco Bank, Inc.


 
 
FOR
 
 
AGAINST
 
 
ABSTAIN
 
BROKER
NON-VOTE
               
 
2,401,921
 
61,427
 
21,288
 
353,847

 
2.
Approval in a non-binding advisory vote, of the compensation payable to the named executive officers in connection with the merger.


 
 
FOR
 
 
AGAINST
 
 
ABSTAIN
 
BROKER
NON-VOTE
               
 
2,321,438
 
137,986
 
39,288
 
353,847

Item 8.01  Other Events

On November 27, 2012, the Registrant issued a press release announcing the results of the voting at the Special Meeting, a copy of which is filed as Exhibit 99.1 hereto.  The Registrant also announced that the parties expect the proposed merger with WesBanco, Inc. to close on November 30, 2012.

Item 9.01  Financial Statements and Exhibits.

(a)           Financial Statements of Businesses Acquired.  Not applicable.

(b)           Pro Forma Financial Information.  Not applicable.

(c)           Shell Company Transactions.  Not applicable.

(d)           Exhibits.  The following exhibits are filed with this report.

No.                      Description

99.1                     Press Release dated November 27, 2012.

 
 
 

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.
 
   
FIDELITY BANCORP, INC.
 
 
 
Date:  November 27, 2012
 
 
 
 
By:
/s/ Richard G. Spencer
     
Richard G. Spencer
President and Chief Executive Officer