o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

MSB FINANCIAL CORP.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

x

No fee required

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3)        Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

TO:

Participants in the Millington Savings Bank Savings Plan

Date:

October 10, 2008

•

The election of two directors of MSB Financial Corp.; and

•

Ratification of the appointment of Beard Miller Company LLP as the Company’s independent auditor for the year ending June 30, 2009.

MILLINGTON SAVINGS BANK SAVINGS PLAN

X

PLEASE MARK VOTES

VOTING INSTRUCTION FORM

AS IN THIS EXAMPLE

MSB FINANCIAL CORP

With

For

hold

ANNUAL MEETING OF STOCKHOLDERS

1.

The election as director of the nominees

NOVEMBER 10, 2008

listed with terms to expire in 2011

(except as marked to the contrary below)

Thomas G. McCain

The undersigned hereby instructs the Trustees of the Millington

Ferdinand J. Rossi

Savings Bank Savings Plan (the “401(k) Plan”) to vote all shares of

Common Stock of MSB Financial Corp. (the “Company”) allocated

INSTRUCTIONS: To withhold year vote for any nominee, write the

to the undersigned pursuant to the 401(k) Plan at the Annual Meeting

nominee’s name on the line provided below.

of Stockholders (the “Meeting”) to be held at the Old Mill Inn, 225

Route 202, Basking Ridge, New Jersey 07920, on November 10, 2008,

at 2:00 p.m. and at any and all adjournments thereof, in the following

Manner.

For

Against

Abstain

2.

The ratification of the appointment

of Beard Miller Company LLP as

the Company’s Independent auditor

for the fiscal year ending June 30, 2009.

3.

The transaction of such other business as may properly come before the

:

Meeting, or any adjournments thereof.

If you return this Voting Instruction Form properly signed, but you do

not otherwise indicate, shares allocated to your 401(k) Plan account will

be voted by the Trustees at the direction of the Company’s Board of

Directors serving as the 401(k) Plan Administrator.

The Board of Directors recommends a vote “FOR” each of its nominees

for director and “FOR” the ratification of the appointment of Beard

Miller Company LLP as the Company’s independent auditors for the

Please be sure to date and sign

Date

fiscal year ending June 30, 2009. It is anticipated that, subject to

this proxy card in the box below.

its fiduciary duty, the Company’s Board of Directors serving as the

401(k) Plan Administrator will instruct the 401(k) Plan Trustee to vote

shares for which no timely voting direction is received “FOR” the above-

listed nominees and proposals..

Sign above

PLEASE ACT PROMPTLY

PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS VOTING INSTRUCTION FORM PROMPTLY IN THE ENCLOSED P

POSTAGE-PAID ENVELOPE.

The above signed acknowledges receipt from the Company prior to the execution of this Voting Instruction Form of a Notice of Annual Meeting of Stockholders and a Proxy Statement.

TO:

Participants in the Employee Stock Ownership Plan of Millington Savings Bank

Date:

October 10, 2008

•

The election of two directors of MSB Financial Corp.; and

•

Ratification of the appointment of Beard Miller Company LLP as the Company’s independent auditor for the year ending June 30, 2009.

MILLINGTON SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN

X

PLEASE MARK VOTES

VOTING INSTRUCTION FORM

AS IN THIS EXAMPLE

MSB FINANCIAL CORP

With

For

hold

ANNUAL MEETING OF STOCKHOLDERS

1.

The election as director of the nominees

NOVEMBER 10, 2008

listed with terms to expire in 2011

(except as marked to the contrary below)

Thomas G. McCain

The undersigned hereby instructs the Trustees of the Millington

Ferdinand J. Rossi

Savings Bank Employee Stock Ownership Plan (the “ESOP”) to vote all

shares of Common Stock of MSB Financial Corp. (the “Company”)

INSTRUCTIONS: To withhold year vote for any nominee, write the

allocated to the undersigned’s account pursuant to the ESOP at the Annual

nominee’s name on the line provided below.

Meeting of Stockholders (the “Meeting”), to be held at the Old Mill Inn, 225

Route 202, Basking Ridge, New Jersey 07920, on November 10, 2008,

at 2:00 p.m. and at any and all adjournments thereof, in the following

manner.

For

Against

Abstain

2.

The ratification of the appointment

of Beard Miller Company LLP as

the Company’s Independent auditor

for the fiscal year ending June 30, 2009.

3.

The transaction of such other business as may properly come before the

:

Meeting, or any adjournments thereof.

The Board of Directors recommends a vote “FOR” each of its nominees

for director and “FOR” the ratification of the appointment of Beard

Miller Company LLP as the Company’s independent auditors for the

fiscal year ending June 30, 2009.

If you return this ESOP Voting Instruction Form properly signed, but

you do not otherwise indicate, shares allocated to your ESOP account will

Be voted by the ESOP Trustee at the direction of the ESOP Plan

Committee.

It is anticipated that, subject to its fiduciary duty, the ESOP Plan

Committee will instruct the ESOP Trustee to vote unallocated shares and

Please be sure to date and sign

Date

shares for which no voting direction is received “FOR” the above-

this proxy card in the box below.

listed nominees and proposal.

IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING,

THIS SIGNED VOTING INSTRUCTION FORM WILL BE VOTED BY

THE TRUSTEE IN ITS BEST JUDGMENT. AT THE PRESENT TIME,

Sign above

THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS

TO BE PRESENTED AT THE MEETING.

PLEASE ACT PROMPTLY

PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS VOTING INSTRUCTION FORM PROMPTLY IN THE ENCLOSED P

POSTAGE-PAID ENVELOPE.

The undersigned acknowledges receipt from the Company prior to the execution of this Voting Instruction Form of a Notice of Annual Meeting of Stockholders and a Proxy Statement.