CSB Financial Inc. filed a Form 8-K on October 27, 2026, reporting the retirement of director George S. Pearce, the election of Richard E. Dyer to fill the resulting vacancy, and an amendment to the company's Bylaws removing a director residency qualification, all effective October 23, 2026.

Key Highlights

  • Director retirement: George S. Pearce notified CSB Financial Inc. of his retirement from the Board of Directors effective October 23, 2026, with his departure stated as not related to any disagreement with the company on operations, policies, or practices.
  • New director elected: Richard E. Dyer, age 68, was elected by the Board of Directors on October 22, 2026, to fill the vacancy created by Mr. Pearce's retirement, with his term effective October 23, 2026.
  • Audit Committee Chair: Mr. Dyer was appointed to serve on the Audit Committee of the Company's Board of Directors and will serve as its Chair, effective when his term begins.
  • Banking background: Mr. Dyer served as President and Chief Executive Officer of Edgewater Bancorp, Inc. and Edgewater Bank from 2008 to 2021, and as Community President and Commercial Banking Department Head at United Federal Credit Union from 2021 to 2023.
  • Bylaw amendment: Effective October 22, 2026, the company amended Article II, Section 12(a) of its Bylaws to remove the director qualification requiring principal residency within a thirty (30)-mile radius of the main office of Community Savings Bank.
  • No related-party transactions: According to the filing, there are no transactions since the beginning of the company's last fiscal year, or currently proposed, in which Mr. Dyer had or will have a direct or indirect material interest exceeding $120,000.

Board Changes and Bylaw Amendment at CSB Financial and Community Savings Bank

According to the filing, George S. Pearce notified CSB Financial Inc. on October 22, 2026, of his retirement from the Board of Directors of both the company and its bank subsidiary, Community Savings Bank, effective October 23, 2026. The filing states that his retirement "is not related to a disagreement with the Company on any matter relating to the Company's operations, policies or practices." Mr. Pearce served in the class of directors with terms expiring in 2028.

On the same date, the company's Board of Directors elected Richard E. Dyer to fill the vacancy. The Bank's Board of Directors also elected Mr. Dyer to serve on its board, with both terms effective October 23, 2026. The filing discloses that Mr. Dyer, age 68, has founded and operated Next Chapter Consulting, LLC in St. Joseph, Michigan since 2023. His prior positions include President and Chief Executive Officer of Edgewater Bancorp, Inc. and Edgewater Bank (2008 to 2021) and Community President and Commercial Banking Department Head at United Federal Credit Union (2021 to 2023). The filing also notes he is an honors graduate of The Stonier Graduate School of Banking at the University of Delaware.

Separately, the filing reports that effective October 22, 2026, the company amended Article II, Section 12(a) of its Bylaws. The amendment deleted the provision requiring that director candidates, with specified exceptions, maintain their principal residence within a thirty (30)-mile radius of the main office of Community Savings Bank for at least one year before nomination, election, or appointment. The amended and restated Bylaws are filed as Exhibit 3 to the current report.

What Was Disclosed

CSB Financial Inc. disclosed the retirement of director George S. Pearce, the election of Richard E. Dyer as his replacement and as Audit Committee Chair, and an amendment to its Bylaws removing a director residency requirement, all effective October 23, 2026.