Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

(b)On May 12, 2022, Catharine M. Young resigned from the Boards of Directors of Lake Shore Bancorp, Inc. (the "Company"), Lake Shore, MHC (the "MHC") and Lake Shore Savings Bank (the "Bank"). Mrs. Young cited no disagreements with the Company, the MHC or the Bank at the time of her resignation.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)On May 18, 2022, the Board of Directors of the Company amended its bylaws effective May 18, 2022 to decrease the number of directors from ten members to eight members.

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

On May 18, 2022, the Company held its Annual Meeting of Shareholders, at which time shareholders were asked to consider three proposals, as follows:

1.To elect three (3) directors to the Board of Directors of the Company for a three-year term expiring in 2025 and one director for a one-year term expiring in 2023. Catharine M. Young resigned from the Board of Directors, effective May 12, 2022, and is therefore not standing for election;

2.To approve, on an advisory basis, a non-binding resolution regarding the compensation of our named executive officers; and

3.To ratify the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

The shareholders elected the directors to the terms stated above, approved the non-binding resolution regarding the compensation of our named executive officers and ratified the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

The vote tabulation was as follows:

1.Election of three (3) directors to serve on the Board of Directors of the Company for a three year term expiring in 2025 and one director for a one year term expiring in 2023.



                              Votes For Votes Withheld Broker Non-Votes

Tracy S. Bennett (2025) 4,499,579 145,453 387,512 Sharon E. Brautigam (2025) 4,470,756 174,276 387,512 Kevin M. Sanvidge (2025) 4,499,703 145,329 387,512 Michelle M. DeBergalis (2023) 4,475,205 169,827 387,512

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2.To approve, on an advisory basis, a non-binding resolution regarding the compensation of our named executive officers.



                 Votes For   Votes Against   Votes Abstained  Broker Non-Votes

Number of votes 4,451,291 159,015 34,726 387,512

3.To ratify the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.



Votes For Votes Against   Votes Abstained
5,017,309     6,315            8,920


Item 9.01Financial Statements and Exhibits.

(d)Exhibits

3.2 Amended and Restated Bylaws of Lake Shore Bancorp, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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