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Form 8-K ESB FINANCIAL CORP For: Jan 22

January 23, 2015 10:24 AM EST
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)
January 22, 2015
ESB Financial Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
0-19345
25-1659846
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
600 Lawrence Avenue, Ellwood City, Pennsylvania
16117
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code
(724) 758-5584
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)����������������A Special Meeting of Shareholders of ESB Financial Corporation ("ESB") was held on January 22, 2015.

(b)����������������There were 18,028,969 shares of common stock of ESB eligible to be voted at the Special Meeting and there were 14,077,302 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 results of the vote on each proposal were as follows:

1. Proposal to adopt the Agreement and Plan of Merger, dated as of October 29, 2014, by and between WesBanco, Inc. ("WesBanco"), a West Virginia corporation, WesBanco Bank, Inc., a West Virginia banking corporation and a wholly owned subsidiary of WesBanco, ESB, a Pennsylvania corporation, and ESB Bank, a Pennsylvania state-chartered stock savings bank and a wholly owned subsidiary of ESB, which provides for, among other things, the merger of ESB with and into WesBanco.

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
13,670,298 269,412 137,592 0

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

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
12,658,284 1,081,607 337,411 0

The proposals to adopt the Agreement and Plan of Merger and to approve the compensation payable to the named executive officers of ESB in connection with the merger were adopted by the shareholders of ESB at the Special Meeting.

(c)
Not applicable.

Item 8.01�����������Other Events

On January 22, 2015, ESB and Wesbanco issued a joint press release announcing the results of the special meetings of shareholders to adopt the Agreement and Plan of Merger.� A copy of the press release is included as Exhibit 99.1 and is incorporated herein by reference.



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Item 9.01�������������Financial Statements and Exhibits

(a)������������Not applicable.

(b)������������Not applicable.

(c)������������Not applicable.

(d)������������Exhibits

The following exhibits are included herewith.

Number
Description
99.1
Joint Press Release of Wesbanco, Inc. and ESB Financial Corporation, dated January 22, 2015, regarding the results of the Special Meetings of Shareholders to adopt the Agreement and Plan of Merger by and between Wesbanco, Inc. and ESB Financial Corporation
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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.


ESB FINANCIAL CORPORATION
Date:� January 23, 2015
By:
/s/ Charlotte A. Zuschlag
Name:
Charlotte A. Zuschlag
Title:
President and Chief Executive Officer
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Exhibit 99.1
NEWS FOR IMMEDIATE RELEASE
January 22, 2015
WesBanco, Inc.
1 Bank Plaza
Wheeling, WV� 26003
And
ESB Financial Corporation
600 Lawrence Avenue
Ellwood City, PA� 16117
For Further Information Contact:
Todd F. Clossin (304) 234-9202
President & CEO, WesBanco, Inc.
Or
Charlotte A. Zuschlag
President & CEO, ESB Financial Corporation
(724) 758-5584

WesBanco and ESB Financial Announce Shareholders Approve Merger Agreement

Wheeling, WV, and Ellwood City PA,&On January 22, 2015, shareholders of WesBanco, Inc. ("WesBanco") (NASDAQ Global Select Market: WSBC) approved the issuance of shares of WesBanco common stock in connection with the previously announced Agreement and Plan of Merger pursuant to which ESB Financial Corporation ("ESB") (NASDAQ Global Select Market: ESBF) will merge with and into WesBanco.� In a separate vote, shareholders of ESB adopted the Agreement and Plan of Merger thereby approving the merger.

The merger is expected to be completed after receipt of all required regulatory approvals which is anticipated to be in the first quarter of 2015.

Todd F. Clossin, President and Chief Executive Officer of WesBanco, stated, "With the acquisition of ESB, WesBanco will become a top 10 player in the Pittsburgh market. We believe we can provide customers of ESB with a broader array of banking services, including expanded commercial and mortgage lending capabilities as well as trust and wealth management services.� We are also excited about working with the experienced and successful employees of ESB."

"We look forward to joining the WesBanco team," said Charlotte A. Zuschlag, President and Chief Executive Officer of ESB and ESB Bank. "With this merger, we will build on our community banking heritage while providing enhanced strength, size and stability for our customers and the communities we serve."

Under the terms of the Agreement and Plan of Merger, each share of common stock of ESB outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.502 of a share of common stock of WesBanco and $1.76 in cash.

WesBanco is a multi-state bank holding company with total assets of approximately $6.3 billion, operating through 120 branch locations and 107 ATMs in West Virginia, Ohio, and Pennsylvania.� WesBanco's banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia.� WesBanco also operates an insurance brokerage company, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.

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ESB is a Pennsylvania thrift holding company, headquartered in Ellwood City, Lawrence County, with approximately $1.9 billion in assets.� When the transaction is consummated, the combination of the two banking companies will create a bank with approximately $8.3 billion in total assets providing banking services through 143 branch locations and 130 ATM's in three states.


Forward-looking Statements:

This press release contains certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the merger between WesBanco and ESB, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: the businesses of WesBanco and ESB may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes; disruption from the merger may make it more difficult to maintain relationships with clients, associates, or suppliers; the required governmental approvals of the merger may not be obtained on the proposed terms and schedule; changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of other business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure; and other factors described in WesBanco's 2013 Annual Report on Form 10-K, ESB's 2013 Annual Report on Form 10-K, and documents subsequently filed by WesBanco and ESB with the Securities and Exchange Commission, including both companies' Form 10-Qs as of March 31, June 30, and September 30, 2014. All forward-looking statements included in this news release are based on information available at the time of the release. Neither WesBanco nor ESB assumes any obligation to update any forward-looking statement.
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