Ameris Bancorp (NYSE: ABCB) investors back board, KPMG and pay

Rhea-AI Filing Summary

Ameris Bancorp reported the results of its Annual Meeting of Shareholders held on May 21, 2026. Shareholders representing 60,341,934 common shares, or 88.38% of shares entitled to vote, were present in person or by proxy, providing a strong quorum.

Investors elected 10 directors to serve until the 2027 annual meeting, with each nominee receiving a majority of votes cast. Shareholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026.

In addition, shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, indicating broad support for current executive pay practices.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 60,341,934 shares Participation rate: 88.38% Auditor ratification votes for: 60,277,906 votes +3 more

6 metrics

Shares represented 60,341,934 shares Present in person or by proxy at Annual Meeting

Participation rate 88.38% Shares outstanding and entitled to vote represented at meeting

Auditor ratification votes for 60,277,906 votes KPMG LLP as independent registered public accounting firm for 2026

Say-on-pay votes for 55,662,993 votes Advisory approval of named executive officer compensation

Director support example 56,472,407 votes for Election of director nominee Claire E. McLean

Broker non-votes on directors 3,658,962 votes Broker non-votes reported on each director election item

Key Terms

Annual Meeting of Shareholders, independent registered public accounting firm, broker non-votes, advisory basis, +1 more

5 terms

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (the “Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Broker Non-Votes William I. Bowen, Jr. | 53,644,537 | 3,023,749 | 14,686 | 3,658,962"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers."

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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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): May 21, 2026

Ameris Bancorp

(Exact Name of Registrant as Specified in Charter)

Georgia			001-13901			58-1456434
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

    

3490 Piedmont Road N.E., Suite 1550
Atlanta,			Georgia			30305
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (404) 639-6500

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $1.00 per share			ABCB			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

On May 21, 2026, Ameris Bancorp (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, there were present in person or by proxy 60,341,934 shares of the Company’s common stock, $1.00 par value per share, representing 88.38% of the shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the Company’s shareholders: (1) elected 10 members to the Board of Directors of the Company to serve until the Company's 2027 Annual Meeting of Shareholders; (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (3) approved, on an advisory basis, the compensation of the Company’s named executive officers. Each of the foregoing proposals was set forth and described in the Notice of Annual Meeting and Proxy Statement of the Company dated April 7, 2026. The voting results for each proposal are as follows:

1.Election of the following director nominees by a majority vote to serve as directors until the annual meeting of shareholders to be held in 2027:

Nominee						For						Against						Abstentions						Broker Non-Votes
William I. Bowen, Jr.						53,644,537						3,023,749						14,686						3,658,962
Rodney D. Bullard						56,464,781						204,310						13,881						3,658,962
Wm. Millard Choate						53,878,564						2,792,622						11,786						3,658,962
Leo J. Hill						53,226,253						3,441,212						15,507						3,658,962
Daniel B. Jeter						55,316,520						1,351,794						14,658						3,658,962
Robert P. Lynch						55,086,883						1,581,443						14,646						3,658,962
Claire E. McLean						56,472,407						199,659						10,906						3,658,962
James B. Miller, Jr.						55,719,501						948,880						14,591						3,658,962
H. Palmer Proctor, Jr.						55,970,465						698,396						14,111						3,658,962
William H. Stern						50,067,725						6,575,312						39,935						3,658,962

2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by a vote of 60,277,906 for, 45,689 against, 18,339 abstentions and 0 broker non-votes.

3.Approval, on an advisory basis, of the compensation of the Company’s named executive officers by a vote of 55,662,993 for, 898,391 against, 121,588 abstentions and 3,658,962 broker non-votes.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

AMERIS BANCORP

By:			/s/ Nicole S. Stokes
			Nicole S. Stokes
			Chief Financial Officer

Date: May 26, 2026

FAQ

What key items did Ameris Bancorp (ABCB) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing 10 directors, ratifying KPMG LLP as independent auditor for 2026, and approving executive compensation on an advisory basis. All three proposals received majority support from votes cast at the Ameris Bancorp annual meeting.

How many Ameris Bancorp (ABCB) shares were represented at the 2026 annual meeting?

A total of 60,341,934 Ameris Bancorp common shares were represented in person or by proxy, equal to 88.38% of shares outstanding and entitled to vote. This high participation rate provided a solid quorum for all matters presented.

Were all Ameris Bancorp (ABCB) director nominees elected at the 2026 annual meeting?

All 10 Ameris Bancorp director nominees were elected by majority vote to serve until the 2027 annual meeting. Each candidate received significantly more votes "for" than "against," despite some variation in individual support levels across the slate.

Did Ameris Bancorp (ABCB) shareholders approve the appointment of KPMG LLP as auditor?

Shareholders strongly ratified KPMG LLP as Ameris Bancorp’s independent registered public accounting firm for 2026, with 60,277,906 votes for, 45,689 against, and 18,339 abstentions. There were no broker non-votes reported on this auditor ratification item.

How did Ameris Bancorp (ABCB) shareholders vote on executive compensation in 2026?

Ameris Bancorp shareholders approved executive compensation on an advisory basis, with 55,662,993 votes for, 898,391 against, 121,588 abstentions, and 3,658,962 broker non-votes. The large margin of approval suggests broad shareholder support for current pay practices.

Which Ameris Bancorp (ABCB) director nominee received the highest support in 2026?

Claire E. McLean received among the highest support, with 56,472,407 votes for, 199,659 against, 10,906 abstentions, and 3,658,962 broker non-votes. Several other nominees also received high approval levels, reflecting overall shareholder backing of the board slate.

Filing Exhibits & Attachments

3 documents

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