WVS Financial Corp.
Annual Report 2022

Plain-text annual report

FFFIIINNNAAANNNCCCIIIAAALLL CORP. - THE HOLDING COMPANY OF WEST VIEW SAVINGS BANK - 2022 PROXY STATEMENT AND ANNUAL REPORT FINANCIAL C O R P O R A T I O N - THE HOLDING COMPANY OF WEST VIEW SAVINGS BANK - (412) 364-1911 September 16, 2022 Dear Stockholder: You are cordially invited to attend the annual meeting of stockholders of WVS Financial Corp. The meeting will be held at St. Brendan’s Episcopal Church, located at 2365 McAleer Road, Sewickley, Pennsylvania on Tuesday, October 25, 2022 at 10:00 a.m., Eastern time. The matters to be considered by stockholders at the annual meeting are described in the accompanying materials. Directions to St. Brendan’s Episcopal Church from West View Savings Bank’s main office at 9001 Perry Highway, Pittsburgh, Pennsylvania: • • • • Go north on Perry Highway for approximately 0.8 miles Turn left onto West Ingomar Road/Yellow Belt and go approximately 2.3 miles Turn right onto Rochester Road and go approximately 0.6 miles Turn left onto McAleer Road: St. Brendan’s Episcopal Church is approximately 0.1 miles on the right side at 2365 McAleer Road, Sewickley, Pennsylvania It is very important that your shares be voted at the annual meeting regardless of the number you own or whether you are able to attend the meeting in person. We urge you to mark, sign, and date your proxy card today and return it in the envelope provided, even if you plan to attend the annual meeting. This will not prevent you from voting in person, but will ensure that your vote is counted if you are unable to attend. You may also vote by telephone or over the internet by following the instructions on your proxy card. Your continued support of and interest in WVS Financial Corp. is sincerely appreciated. David J. Bursic President and Chief Executive Officer John A. Howard, Jr. Chairman of the Board Town of McCandless • 9001 Perry Highway, Pittsburgh, Pennsylvania 15237 WVS FINANCIAL CORP. 9001 Perry Highway Pittsburgh, Pennsylvania 15237 (412) 364-1911 __________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on October 25, 2022 __________________ NOTICE IS HEREBY GIVEN that an annual meeting of stockholders of WVS Financial Corp. (the “Company”) will be held at St. Brendan’s Episcopal Church, located at 2365 McAleer Road, Sewickley, Pennsylvania on Tuesday, October 25, 2022 at 10:00 a.m., Eastern time, for the following purposes, all of which are more completely set forth in the accompanying proxy statement: (1) (2) (3) To elect one director for a four-year term and until his successor is elected and qualified; To ratify the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023; and To transact such other business as may properly come before the meeting or any adjournment thereof. Management is not aware of any other such business. The board of directors has fixed August 26, 2022 as the voting record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and at any adjournment thereof. Only those stockholders of record as of the close of business on that date will be entitled to vote at the annual meeting or at any such adjournment. By Order of the Board of Directors Michael R. Rutan Corporate Secretary Pittsburgh, Pennsylvania September 16, 2022 YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE EITHER IN PERSON OR BY PROXY. YOU MAY VOTE BY TELEPHONE OR OVER THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF. WVS FINANCIAL CORP. __________________ PROXY STATEMENT __________________ ANNUAL MEETING OF STOCKHOLDERS OCTOBER 25, 2022 This proxy statement is furnished to holders of common stock of WVS Financial Corp. (the “Company”), the holding company of West View Savings Bank (the “Savings Bank”). Proxies are being solicited on behalf of the board of directors of the Company to be used at the annual meeting of stockholders to be held at St. Brendan’s Episcopal Church, located at 2365 McAleer Road, Sewickley, Pennsylvania on Tuesday, October 25, 2022 at 10:00 a.m., Eastern time, and at any adjournment thereof for the purposes set forth in the Notice of Annual Meeting of Stockholders. This proxy statement is first being mailed to stockholders on or about September 16, 2022. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on October 25, 2022. This proxy statement and the 2022 Annual Report to Stockholders are available at the website: www.proxyvote.com. The proxy solicited hereby, if properly signed and returned to the Company and not revoked prior to its use, will be voted in accordance with the instructions contained therein. You may also vote by telephone or over the internet by following the instructions on your proxy card. If no contrary instructions are given, each proxy received will be voted in the manner recommended by the board of directors as described below and, upon the transaction of such other business as may properly come before the meeting, in accordance with the best judgment of the persons appointed as proxies. Any stockholder giving a proxy has the power to revoke it at any time before it is exercised by (i) filing with the Secretary of the Company written notice thereof (Corporate Secretary, WVS Financial Corp., 9001 Perry Highway, Pittsburgh, Pennsylvania 15237); (ii) submitting a duly-executed proxy bearing a later date; or (iii) appearing at the annual meeting and giving the Secretary notice of his or her intention to vote in person. Proxies solicited hereby may be exercised only at the annual meeting and any adjournment thereof and will not be used for any other meeting. VOTING Only stockholders of record of the Company at the close of business on August 26, 2022 (the “record date”) are entitled to notice of and to vote at the annual meeting and at any adjournment thereof. On the record date, there were 1,835,792 shares of common stock of the Company issued and outstanding and the Company had no other class of equity securities outstanding. Each share of common stock is entitled to one vote at the annual meeting on all matters properly presented at the meeting. The presence in person or by proxy of at least a majority of the issued and outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the annual meeting. Directors are elected by a plurality of the votes cast with a quorum present. The one nominee for director receiving the most votes will be elected as a director. The affirmative vote of a majority of the total votes present, in person or by proxy, at the annual meeting is required for approval of the proposal to ratify the Company’s independent registered public accounting firm for fiscal 2023. If your shares are held in “street name,” your broker may not vote on certain matters if you do not furnish instructions for such proposals. You should use the voting instruction form provided by the institution that holds your shares to instruct your broker to vote your shares or else your shares may not be voted or may be considered “broker non-votes.” Broker non-votes are shares held by brokers or nominees as to which voting instructions have not been received from the beneficial owners or the persons entitled to vote those shares and the broker or nominee does not have the discretionary voting power under rules applicable to broker-dealers. Under these rules, the proposal to elect directors is not an item which brokerage firms may vote in their discretion on behalf of their clients if such clients 1have not furnished voting instructions. Your broker may vote in his or her discretion on the ratification of the appointment of our independent registered public accounting firm for fiscal 2023 if you do not furnish instructions. Abstentions will be counted for purposes of determining the presence of a quorum at the annual meeting. Because of the required votes, abstentions and broker non-votes will have no effect on the voting for the election of directors. However, abstentions will have the same effect as a vote against the proposal to ratify the appointment of the Company’s independent registered public accounting firm for fiscal 2023. INFORMATION WITH RESPECT TO THE NOMINEE FOR DIRECTOR, DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS Election of Directors The articles of incorporation of the Company provide that the board of directors of the Company shall be divided into four classes which are as equal in number as possible, and that members of each class of directors are to be elected for a term of four years. The number of directors currently authorized under our bylaws is five. One class is to be elected annually. Stockholders of the Company are not permitted to cumulate their votes for the election of directors. At the annual meeting, stockholders of the Company will be asked to elect one director for a four-year term and until his successor is elected and qualified. The nominee was selected by the board of directors and approved by the independent members of the board. The nominee currently serves as a director. There are no arrangements or understandings between the person named and any other person pursuant to which such person was selected as a nominee for election as a director at the annual meeting. The nominee for director is not related to any other director or executive officer of the Company by blood, marriage or adoption. Unless otherwise directed, each proxy executed and returned by a stockholder will be voted for the election of the nominee for director listed below. If the person named as nominee should be unable or unwilling to stand for election at the time of the annual meeting, the proxy will nominate and vote for any replacement nominee recommended by the board of directors. At this time, the board of directors knows of no reason why the nominee listed below may not be able to serve as a director if elected. The person receiving the greatest number of votes of the holders of common stock represented in person or by proxy at the annual meeting will be elected as a director of the Company. The following tables present information concerning the nominee for director of the Company and each director whose term continues, including their tenure as a director of the Company. Nominee for Director for a Four-Year Term Expiring in 2026 Name John A. Howard, Jr. Age(1) 68 Director Since 2014 Principal Occupation During the Past Five Years Chairman of the Board; Retired. Formerly served as Senior Vice President, Chief Financial Officer, Secretary and Treasurer of Laurel Capital Group, Inc. and its wholly owned subsidiary, Laurel Savings Bank, Allison Park, Pennsylvania until September 2006. Mr. Howard brings valuable audit and public company reporting experience to the board from his prior service as Chief Financial Officer for two publicly traded holding companies of financial institutions in the greater Pittsburgh area. The Board of Directors recommends you vote FOR election of the nominee for Director. 2 Members of the Board of Directors Continuing in Office Director Whose Term Expires in 2023 Name Age(1) Principal Occupation During the Past Five Years Lawrence M. Lehman 70 Name David J. Bursic Age(1) 60 Director; Office Manager, Dinnin & Parkins Associates, an insurance agency in Oakmont, Pennsylvania; former owner/sole proprietor of Newton-Lehman Agency, an insurance agency located in Pittsburgh, Pennsylvania. located Mr. Lehman’s background as a business owner in the Company’s market area positions him as well qualified to serve as a director. Director Whose Term Expires in 2024 Principal Occupation During the Past Five Years Director; President and Chief Executive Officer of the Company and the Savings Bank since June 1998; prior thereto served as Senior Vice President, Treasurer and Chief Financial Officer of the Company and the Savings Bank since 1992 and in various positions with the Company and the Savings Bank since 1985. Mr. Bursic serves as a special advisor to the board of North Hills Community Outreach, a non- profit organization. Mr. Bursic also serves as a member of the Superintendent’s Business Roundtable for the North Allegheny School District and as a participant on the Federal Reserve Bank of Atlanta’s Decision-Maker Panel. Mr. Bursic’s service as President and Chief Executive Officer, his prior positions with the Company, extensive experience in the local banking industry and involvement in business and civic organizations in the Savings Bank’s market area provide the board of directors valuable insight regarding the business and operations of the Company. Directors Whose Term Expires in 2025 Name Age(1) Principal Occupation During the Past Five Years Edward F. Twomey III 68 Senior Vice President – Institutional Sales at InspereX LLC, an underwriter and distributor of fixed income securities and risk management investment solutions located in Delray Beach, Florida. Previously, Mr. Twomey was Senior Vice President at Samuel A. Ramirez & Co., where he served as Senior Vice President for their Financial Institutions Group. Mr. Twomey’s broad financial experience provides valuable industry expertise and awareness to the Board of Directors. Director Since 2002 Director Since 1998 Director Since 2015 3 Joseph W. Unger 61 Directors Whose Term Expires in 2025 (continued) 2013 Director; Retired; Former President of White Heating, Inc., a heating, cooling and air products and services provider located in Pittsburgh, Pennsylvania, since 1978. In addition, Mr. Unger has served as an Advisory Board Member of the A.W. Beattie Career Center, a trade school located in Pittsburgh, Pennsylvania, since 1994 and formerly served the Air Conditioning Contractors of America from 1989 to 1996. Mr. Unger also serves as a member of the Builders Association of Metropolitan Pittsburgh, the North Suburban Builders Association, the Better Business Bureau and the North Pittsburgh Chamber of Commerce. including President, for in various positions, Mr. Unger’s extensive business experience and service in the local market make him well qualified to serve as a director of the Company. ______________ (1) As of June 30, 2022. Independence of the Company’s Board of Directors It is the policy of the board of directors of the Company that a substantial majority of its directors be independent of the Company within the meaning of applicable laws and regulations. Our board of directors has affirmatively determined that a majority of our directors are independent. The current independent directors are Messrs. Howard, Lehman, Twomey and Unger. Our board of directors also has affirmatively determined that each member of the audit committee and the compensation committee of the board of directors is independent within the meaning of applicable laws and regulations. Nominations Process The board of directors actively oversees the business and management of the Company through regular board and committee meetings. The board of directors has established certain committees to address recurring business matters such as audit, compensation and finance. Based upon the infrequent business need to add new directors, the Company’s board of directors chooses to address director nominations at the board level and does not have a standing nominating committee. The Company’s board of directors considers and evaluates nominees for the election of directors, subject to approval of a majority of the independent members of the board. As discussed above, each of the current independent members of the board is independent. During fiscal 2022, the board met once in connection with nominations for director. The board of directors considers candidates for director suggested by its members, as well as management and stockholders. A stockholder who desires to recommend a prospective nominee for the board should notify the Company’s Secretary or the Chairman of the Board in writing with whatever supporting material the stockholder considers appropriate. The board also considers whether to nominate any person nominated pursuant to the provision of the Company’s articles of incorporation relating to stockholder nominations, which is described under “Stockholder Nominations” below. The board of directors has the authority and ability to retain a search firm to identify or evaluate potential nominees if it so desires. Once the board of directors has identified a prospective nominee, the board makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the board with the recommendation of the prospective candidate, as well as the board member’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. 4Stockholder Nominations Article 7.F of the Company’s articles of incorporation governs nominations for election to the board of directors and requires all such nominations, other than those made by the board, to be made at a meeting of stockholders called for the election of directors, and only by a stockholder who has complied with the notice provisions in that section. Stockholder nominations must be made pursuant to timely notice in writing to the Secretary of the Company. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Company not later than 60 days prior to the anniversary date of the immediately preceding annual meeting. Each written notice of a stockholder nomination shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director and as to the stockholder giving the notice (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of Company stock which are beneficially owned by such person on the date of such stockholder notice, and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies with respect to nominees for election as directors, pursuant to Regulation 14A under the Securities Exchange Act of 1934, and would be required to be filed on Schedule 14B with the Securities and Exchange Commission, if the Company were subject to such regulations (or any successors of such items or schedules); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Company’s books, of such stockholder and any other stockholders known by such stockholder to be supporting such nominees and (ii) the class and number of shares of Company stock which are beneficially owned by such stockholder on the date of such stockholder notice and, to the extent known, by any other stockholders known by such stockholder to be supporting such nominees on the date of such stockholder notice. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures. Committees and Meetings of the Board of the Company and the Savings Bank Regular meetings of the board of directors of the Company are held on at least a quarterly basis. The board of directors of the Company held a total of 12 regular meetings and one special meeting during the fiscal year ended June 30, 2022. Audit Committee. The board of directors of the Company has established an audit committee which consists of Messrs. Howard (Chairman), Lehman, Twomey and Unger, all of whom are independent outside directors. The audit committee meets with the Company’s internal auditor, engages the Company’s external independent registered public accounting firm and reviews their reports. The audit committee meets at least quarterly and met four times during fiscal 2022. The board of directors has adopted an audit committee charter. The audit committee charter is available on the Company’s website at www.wvsbank.com. Compensation Committee. The compensation committee of the board of directors determines compensation for executive officers. During the fiscal year ended June 30, 2022, the members of the committee were Messrs. Howard (Chairman), Lehman, Twomey and Unger. The compensation committee met once during fiscal 2022. The compensation committee has not adopted a written charter. Finance Committee. The finance committee of the Company consists of Messrs. Lehman (Chairman), Howard, Twomey and Unger and from management, Mr. Bursic. The finance committee, which approves all securities purchased by the Company and the Savings Bank, meets at least quarterly and met 12 times during fiscal 2022. The board of directors of the Company has also established an executive committee. The board of directors of the Savings Bank meets on a monthly basis and may have additional special meetings upon the request of the President or a majority of the directors. During the fiscal year ended June 30, 2022, the board of directors of the Savings Bank met 12 times. The board of directors of the Savings Bank has established various committees, some of which act jointly with the Company’s respective similar board committee. These committees include: an audit committee, a classification of assets review committee, a Community Reinvestment Act 5committee, a compensation committee, an executive committee, a finance committee, a loan committee and a nominating committee. Loan Committee. The loan committee of the Savings Bank consists of Messrs. Bursic from management (Chairman), Howard, Lehman, Twomey and Unger. The loan committee, which approves all loans originated by the Savings Bank, meets monthly and met 12 times during fiscal 2022. BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the beneficial ownership of the common stock as of the record date, and certain other information with respect to (i) the Company’s Employee Stock Ownership Plan, (ii) each director and nominee for director of the Company, (iii) certain named executive officers of the Company, and (iv) all directors, nominees for director and executive officers of the Company as a group. Name of Beneficial Owner or Number of Persons in Group WVS Financial Corp. Employee Stock Ownership Plan 9001 Perry Highway Pittsburgh, Pennsylvania 15237 Amount and Nature of Beneficial Ownership as of August 26, 2022(1)(2) 267,170(3) Percent of Common Stock 14.6% Directors and nominees: David J. Bursic John A. Howard, Jr. Lawrence M. Lehman Edward F. Twomey III Joseph W. Unger Executive officers: Michael R. Rutan M Mary Magestro-Johnston All directors, nominee for director and executive officers as a group (7 persons) _________________ * Less than 1% of the outstanding common stock. 215,761(4) 7,849(5) 7,408(6) 13,167(7) 2,000 9,636(8) 0 255,821(9) 11.8 * * * * * * 13.9 (1) (2) (3) (4) Based upon records of the Company’s transfer agent and information furnished by the respective shareholder. Shares of common stock are deemed to be beneficially owned by a person if he or she directly or indirectly has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares. A person is deemed to have beneficial ownership of any shares of common stock which may be acquired within 60 days of the record date. Mr. Howard is the trustee of the trust created pursuant to the WVS Financial Corp. Employee Stock Ownership Plan (“ESOP”). The indicated holdings represent shares held in the ESOP, of which 130,911 shares have been allocated to participating employees and generally will be voted at the direction of the participants and 136,259 shares are unallocated and are generally voted by the trustee in his discretion. Includes 83,614 shares held jointly with Mr. Bursic’s wife, 9,738 shares held solely by Mr. Bursic’s wife, 200 shares held by Mr. Bursic’s children, 1,731 shares held in the Company’s deferred compensation plan 6 for the account of Mr. Bursic, 11,798 shares held in an individual retirement account (“IRA”) for the account of Mr. Bursic and 67,034 shares held in the ESOP for the account of Mr. Bursic. The indicated shares are held jointly by Mr. Howard and his wife. Mr. Howard serves as trustee for the ESOP. Does not include the shares held in the ESOP, which Mr. Howard disclaims beneficial ownership of and have been allocated to participating employees and will generally be voted at the direction of the participant. Includes 2,613 shares held in an IRA for the account of Mr. Lehman’s wife’s IRA and 4,795 shares held in Mr. Lehman’s IRA. Includes 5,540 shares held in an IRA for the account of Mr. Twomey. The indicated shares are held in the ESOP for the account of Mr. Rutan. Includes on behalf of directors and executive officers as a group 76,670 shares held in the ESOP and 1,731 shares held in the Company’s deferred compensation plan. (5) (6) (7) (8) (9) RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The audit committee of the board of directors of the Company has appointed S.R. Snodgrass, P.C., independent certified public accountants, to perform the audit of the Company’s financial statements for the year ending June 30, 2023, and directed that the selection of the independent registered public accounting firm be submitted for ratification by the stockholders at the annual meeting. The Company has been advised by S.R. Snodgrass that neither that firm nor any of its associates has any relationship with the Company or its subsidiaries other than the usual relationship that exists between independent certified public accountants and clients. S.R. Snodgrass will have one or more representatives at the annual meeting who will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions. Relationship with Independent Public Accounting Firm The audit committee of the board of directors has appointed S.R. Snodgrass, P.C. as the independent registered public accounting firm to audit the Company’s financial statements for the year ending June 30, 2023. The audit committee considered the compatibility of the non-audit services provided to the Company by S.R. Snodgrass during fiscal 2022 on the independence of S.R. Snodgrass from the Company in evaluating whether to appoint S.R. Snodgrass to perform the audit of the Company’s financial statements for the year ending June 30, 2023. The audit committee selects the Company’s independent registered public accounting firm and pre-approves all audit services to be provided by it to the Company. The audit committee also reviews and pre-approves all audit- related, tax and all other services rendered by our independent registered public accounting firm in accordance with the audit committee’s charter and policy on pre-approval of audit-related, tax and other services. In its review of these services and related fees and terms, the audit committee considers, among other things, the possible effect of the performance of such services on the independence of our independent registered public accounting firm. Pursuant to its policy, the audit committee pre-approves certain audit-related services and certain tax services which are specifically described by the audit committee on an annual basis and separately approves other individual engagements as necessary. The pre-approval requirements do not apply to certain services if: (i) the aggregate amount of such services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its independent registered public accounting firm during the year in which the services are provided; (ii) such services were not recognized by the Company at the time of the engagement to be other services; and (iii) such services are promptly brought to the attention of the committee and approved by the committee or by one or more members of the committee to whom authority to grant such approvals has been delegated by the committee prior to the completion of the audit. The committee may delegate to one or more designated members of the committee the 7 authority to grant required pre-approvals. The decisions of any member to whom authority is delegated to pre-approve an activity shall be presented to the full committee at its next scheduled meeting. The board of directors recommends that you vote FOR the ratification of the appointment of S.R. Snodgrass, P.C. as independent registered public accounting firm for the fiscal year ending June 30, 2023. STOCKHOLDER PROPOSALS Stockholder proposals may be brought before an annual meeting pursuant to Article 10D of the Company’s articles of incorporation, which provides that business at an annual meeting of stockholders must be (a) properly brought before the meeting by or at the direction of the board of directors, or (b) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 60 days prior to the anniversary date of the immediately preceding annual meeting. A stockholder’s notice must set forth as to each matter the stockholder proposes to bring before an annual meeting (a) a brief description of the business desired to be brought before the annual meeting, (b) the name and address, as they appear on the Company’s books, of the stockholder proposing such business, (c) the class and number of shares of common stock of the Company which are beneficially owned by the stockholder and to the extent known, by any other stockholders known by such stockholder to be supporting such proposal, and (d) any financial interest of the stockholder in such proposal. Accordingly, stockholder proposals submitted under the Company’s articles of incorporation in connection with the next annual meeting of stockholders must be received by the Company no later than August 25, 2023. A copy of the Company’s 2022 Annual Report to Stockholders accompanies this proxy statement. Such annual report is not part of the proxy solicitation materials. ANNUAL REPORTS OTHER MATTERS Management is not aware of any business to come before the annual meeting other than the matters described above in this proxy statement. However, if any other matters should properly come before the meeting, it is intended that the proxies solicited hereby will be voted with respect to those other matters in accordance with the judgment of the persons voting the proxies. The cost of the solicitation of proxies will be borne by the Company. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the proxy materials to the beneficial owners of the Company’s common stock. In addition to solicitations by mail, directors, officers and employees of the Company may solicit proxies personally or by telephone without additional compensation. 8[This page intentionally left blank] [This page intentionally left blank] WVS FINANCIAL CORP. 2022 ANNUAL REPORT TABLE OF CONTENTS Page Number Shareholders' Letter Selected Consolidated Financial and Other Data Report of Independent Registered Public Accounting Firm Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Stockholders' Equity Consolidated Statement of Cash Flows Notes to Consolidated Financial Statements Corporate Information 1 3 5 8 9 10 11 12 13 FINANCIAL C O R P O R A T I O N (412) 364-1911 - THE HOLDING COMPANY OF WEST VIEW SAVINGS BANK- To Our Shareholders: During the first half of the fiscal year ended June 30, 2022 market interest rates remained at near historic lows as both fiscal and monetary policies sought to reduce already low levels of unemployment. During the second half of fiscal 2022 the Federal Reserve, seeing improvements in the unemploy strong ec onomic growth began to focus on fighting inflation through a tightening of monetary polic tightening of monetary policy first began with reducing the purc backed securities followed by steadily increasing the targeted federal funds rate. The first increase in the targeted federal funds rate in March 2022 was a modest 25 basis points which appears to be in line with market expectations at the time. However, the Russian invasion of Ukraine disrupted world energy markets more than expected and the Federal Reserve followed its initial 25 basis point increase with increases of 50, 75 and 75 basis points in May, June and July 2022 in respons e to rising prices for oil, gasoline and mos t other commodities. As c onsumers, we have all experienced higher prices at grocery stores and gasoline stations. As we write this letter, analysts expect further increases in interest rates for at least the remainder of fiscal 2023. hase of U.S. Government bonds and mortgage- ment rate and continued y. The Over the course of fiscal 2022 we saw the:  Price of a barrel of oil increase from $73 to $106;  Dow Jones Industrial Average fall from 33,784 to 30,483;   S&P 500 fall from 4,242 to 3,760; Targeted federal funds rate increase from 0.25% to 1.75%;  Wall Street Journal Prime rate increase from 3.25% to 4.75%   FNMA 15-Year Commitment rate increase from 1.75% to 4.33%; and FNMA 30-Year Commitment rate increase from 2.45% to 5.10%. Managing the magnitude of these changes was, and continues to be, challenging for all businesses, in all industries, and will likely persist into the foreseeable future. During fiscal 2022, the Company increased its total assets from $346 million to $363 million. On the investment side, we significantly increased our position in U.S. Government floating rate mortgage-backed securities in response to rising market interest rates. We also reduced our overall exposure to corporate bonds to reduce credit risk in order to prepare for a potential recession. Net loans receivable declined in fiscal 2022 and we hope to be able to increase this segment during fiscal 2023 at corresponding higher yields. Loan quality continues to be pristine with no credit losses reported for over 10 years. Despite the market volatility experienced in fiscal 2022, net income totaled $1.2 million compared to $1.3 million in fiscal 2021. During fiscal 2022, we maintained our $0.40 per share annual cash dividend to shareholders and repurchased about 46,600 shares of Company common stock. Our combined payouts (cash dividends and common stock repurchases) to shareholders totaled $1.4 million in fiscal 2022 as compared to $1.0 million in fiscal 2021. Looking ahead to fiscal 2023 we anticipate maintaining our $0.40 per share cash dividend and look forward to opportunistically repurchase Company common stock to enhance shareholder liquidity and long-term value. Town of McCandless • 9001 Perry Highway, Pittsburgh, Pennsylvania 15237 1  During fiscal 2022 the Company’s Board of Directors approved listing our common stock on the OTCQX Market and deregistering (SEC). Many community banks have taken both steps to increase market visibility by moving to a smaller and more focused marketplace and to reduce the regulatory burdens and costs associated with an SEC registration. We are pleased with the efficiency and transparency of OTCQX Market trading while maintaining our original stock trading symbol of WVFC. Please log onto www.otcmarkets.com to be able to see bids / asks by market maker along with associated volumes being sought or the Company. Previous ly the NASDAQ would charge market partic ipants a subscription fee for this information. the Securities and Exchange Commission for sale and other information about from We would like to thank you for investing in WVS Financial Corp., our loyal customers for banking with West View Savings Bank, and our employees for their continued dedication and hard work each and every day by serving our customers. David J. Bursic President and Chief Executive Officer John A. Howard, Jr. Chairman of the Board of Directors 2FIVE YEAR SUMMARY OF SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA Selected Financial Data: Total assets Net loans receivable Mortgage-backed securities Investment securities Deposit accounts FHLB advances – short-term FHLB advances – long-term fixed FHLB advances – long-term variable Stockholders' equity Non-performing assets, troubled debt restructurings and potential problem loans(1) Selected Operating Data: Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non-interest income Non-interest expense Income before income tax expense Income tax expense Net income Per Share Information: Basic earnings Diluted earnings Dividends per share Dividend payout ratio Book value per share at period end: Common Equity Tier I Equity Average shares outstanding: Basic Diluted 2022 2021 2020 2019 2018 As of or For the Year Ended June 30, (Dollars in Thousands, except per share data) $362,777 76,487 127,559 129,763 151,174 167,208 5,000 - 36,759 $346,078 80,684 82,459 151,577 157,167 113,093 10,000 25,000 38,389 $357,101 91,032 97,106 147,639 151,335 59,159 15,000 85,000 36,913 $355,818 90,588 108,331 132,780 146,435 70,828 15,000 85,000 36,049 $352,288 84,675 115,857 128,811 145,023 171,403 - - 34,017 - - - 225 235 $5,741 932 4,809 $5,754 891 4,863 $10,485 3,854 6,631 $12,054 4,872 7,182 $9,670 3,124 6,546 (69) (53) 70 80 50 4,878 472 3,682 1,668 424 $ 1,244 4,916 475 3,650 1,741 445 $ 1,296 6,561 362 3,563 3,360 870 $ 2,490 7,102 415 3,790 3,727 932 $ 2,795 6,496 470 3,713 3,253 1,128 $ 2,125 $ 0.72 $ 0.72 $ 0.40 55.56% $ 0.74 $ 0.74 $ 0.40 54.05% $ 1.41 $ 1.41 $ 0.40 28.37% $ 1.57 $ 1.57 $ 0.44 28.03% $ 1.16 $ 1.16 $ 0.32 27.59% $ 20.01 $ 20.63 $ 20.37 $ 20.11 $ 19.36 $ 19.65 $ 18.55 $ 18.54 $ 17.27 $ 17.37 1,736,702 1,748,592 1,768,201 1,780,527 1,826,893 1,736,702 1,748,592 1,768,201 1,780,581 1,827,260 3 FIVE YEAR SUMMARY OF SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA 2022 As of or For the Year Ended June 30, 2020 2021 2019 2018 Selected Operating Ratios(2): Average yield earned on interest- earning assets(3) Average rate paid on interest- bearing liabilities Average interest rate spread(4) Net interest margin(4) Ratio of interest-earning assets to interest-bearing liabilities Non-interest expense as a percent of average assets Return on average assets Return on average equity Ratio of average equity to average assets Branch offices at end of period Asset Quality Ratios(2): Non-performing and potential problem loans and troubled debt restructurings as a percent of net total loans(1) Non-performing assets as a percent of total assets(1) Non-performing assets, troubled debt restructurings and potential problem loans as a percent of total assets(1) Allowance for loan losses as a percent of total loans receivable Allowance for loan losses as a percent of non-performing loans(5) Charge-offs to average loans receivable outstanding during the period Capital Ratios(2): Common Equity Tier 1 risk-based capital ratio Tier 1 risk-based capital ratio Total risk-based capital ratio Tier 1 leverage capital ratio 1.66% 1.82% 3.00% 3.53% 2.81% 0.31 1.35 1.39 0.34 1.48 1.54 1.29 1.71 1.90 1.68 1.85 2.10 1.05 1.76 1.90 116.37 121.91 117.40 117.43 115.89 1.03 0.35 3.27 10.30 5 1.12 0.40 3.40 11.71 6 0.99 0.69 6.90 10.06 6 1.08 0.80 8.14 9.80 6 1.05 0.60 6.31 9.66 6 0.00% 0.00% 0.00% 0.25% 0.28% 0.00 0.00 0.00 0.06 0.07 0.00 0.64 0.00 0.70 0.00 0.68 0.06 0.60 0.07 0.55 NMF NMF NMF 243.56 199.15 0.00 0.00 0.00 0.00 0.00 18.94% 18.94 19.21 10.30 18.76% 18.76 19.06 11.71 18.55% 18.55 18.88 10.16 19.07% 19.07 19.38 10.20 18.18% 18.18 18.45 9.65 ________________ (1) Non-performing assets consist of non-performing loans and real estate owned ("REO"). Non-performing loans consist of non-accrual loans and accruing loans greater than 90 days delinquent, while REO consists of real estate acquired through foreclosure and real estate acquired by acceptance of a deed in lieu of foreclosure. Potential problem loans include loans where management has some doubt as to the ability of the borrower to comply with present loan repayment terms. (2) Consolidated asset quality ratios and capital ratios are end of period ratios, except for charge-offs to average net loans. With the (3) (4) exception of end of period ratios, all ratios are based on average monthly balances during the indicated periods. Interest and yields on tax-exempt loans and securities (tax-exempt for federal income tax purposes) are shown on a fully taxable equivalent basis. Interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted- average cost of interest-bearing liabilities, and net interest margin represents net interest income as a percent of average interest- earning assets. (5) NMF – No meaningful figure due to no non-performing loans. 4CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS INDEPENDENT AUDITOR'S REPORT Board of Directors WVS Financial Corp. Pittsburgh, Pennsylvania and Stockholders Opinion the accompanying We have audited subsidia,y related income, comprehensive cash flows for the year ended June 30, 2022; and the related the financial statements (the "Company"), statement which comprise of income, (collectively, statements). consolidated consolidated financial statements balance the consolidated Corp. and of WVS Financial sheet as of June 30, 2022; the changes in stockholders' notes to the consolidated equity, financial and In our opinion, financial flows for the years then ended in accordance States the accompanying of the Company of America. position financial fairly, statements as of June JO, 2022, and the results in all material of its operations present respects, the and its cash in the United with accounting principles generally accepted Basis for Opinion our audits We conducted of America (GAAS). Responsibilities independent relevant is sufficient ethical and appropriate relating to provide in accordan generally are further Our responsibilities under standards those standards ce with auditing accepted in the United States described in the Auditor's for the Audit of the Financial Statements of the Company and to meet our other ethical We believe to be We are required responsibilities, with the in accordance we have obtained that the audit evidence requirements of our report. to our audits. section a basis for our audit opinion. Responsibilities of Management for the Financial Statements is responsible Management accordance design, presentation error. with accounting implementation, of financial for the preparation principles and maintenance statements and fair presentation accepted of internal control that are free from material of the financial States in the United relevant whether misstatement, generally of America, and for the and fair to the preparation due to fraud or in statements the financial statements, in the aggregate, considered management is required that raise substantial In preparing or events, continue available as a going concern to be issued. within to evaluate whether doubt about the Company's statements ability to or are issued there are conditions one year after the date that the financial Auditor's Responsibilities for the Audit of the Financial Statements are to obtain reasonable Our objectives free from material includes and, therefore, a material about whether misstatement, whether due to fraud or error, assurance is not a guarantee that an audit conducted exists. when it is a high level of assurance in accordance Reasonable our opinion. assurance misstatement the financial statements and to issue an auditor's but is not absolute as a whole are report that assurance with GAAS will always detect S.R. Snodgrass, P.C. • 2009 Mackenzie Way, SUlte 340 • Cranberry Township, Pennsylvania 16066 • Phone: 724-934-0344 • Fax: 724-934-0345 5 Auditor's Responsibilities for the Audit of the Financial Statements (Continued) The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we: • • Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. • • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. Other Information Management is responsible for the other information included in the annual report. The other information comprises the Shareholders' Letter and Selected Consolidated Financial and Other Data, but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the financial statements, or whether the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. s.,�. �f.c Cranbeny Township, Pennsylvania September 16, 2022 6 CERTIAED PUBLIC ACCOUNTANTS & CONSULTANTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors Corp. ofWVS Financial Opinion on the Financial Statements consolidated balance sheets Corp. and subsidiary consolidated ofWVS Financial of income, statements comprehensive chan3es the accompanying as of June 30, 2021; the related in .stockholders' We have audited (the "Company") income, .June 10, 2021; and the related statements). position flows for each of the two years in the period principles In our opinion, the financial generally in the United accepted equity, States notes to the consolidated and cash flows for each of the two years in the period financial fairly, statements in all material (collectively, ended the financial the financial and its cash respects, of its operations statements present of the Company as of June 30, 2021 and 2020, and the results ended June 30, 2021, in conformity with accounting of America. Basis for Opinion statements an opinion These financial express firm registered are required laws and the applicable PCAOB. with the Public Company with respect to be independent, on the Company's financial statements are the responsibility of the Company's management. based on our audits. We Our responsibility are a public States) accounting (PCAOB) and is to Accounting Oversight Board (United in accordance to the Company, with U.S. federal securities rules and regulations of the Securities and Exchange and the Commission our audits in accordance with the standards We conducted we plan and perform the audit to obtain reasonable assurance the financial is not required free of material were we engaged reporting. audits, the purpose financial reporting. Accordingly, control of internal of the Company's on the effectiveness no such opinion. that require are to have, nor As part of our reporting but not for internal control over whether misstatement, an audit of its internal to obtain of expressing of the PCAOB. Those standards due to error or fraud. I he Company an understanding we are required over financial statements over financial about whether we express an opinion to perform, control included whether included Our audits statements, procedures financial estimates statements. performing procedures due to error or fraud, and performing evidence on a test basis, examining, Our audits evaluating also included made by management, We believe of the financial Such to those risks. in the used and significant the overall presentation of the financial basis for our opinion. procedures regarding the accounting as well as evaluating a reasonable and disclosures the risks of material misstatement statements. principles that our audits that respond the amounts provide to assess We have served as the Company's auditor since I 993. S.R.. �fc. Township, Cranberry I 6, 2022 September Pennsylvania S.R. Snodgrass, P.C. • 2009 Maci

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