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Amalgamated Financial (NASDAQ: AMAL) shareholders back board, pay and ratify Crowe LLP

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Amalgamated Financial Corp. reported results of its Annual Meeting of Stockholders held on May 20, 2026. There were 29,850,261 common shares outstanding as of the March 26, 2026 record date, and 28,439,354 shares were represented in person or by proxy, a turnout of about 95.27%.

Stockholders elected 13 directors to serve until the 2027 Annual Meeting, with each nominee receiving over 27.3 million votes “for” and relatively few votes “against” or abstentions. They also approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with 27,060,223 votes for, 649,682 against, and 27,033 abstentions, plus 702,416 broker non-votes.

Stockholders further ratified Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 28,268,137 votes for, 147,851 against, and 23,366 abstentions.

Positive

  • None.

Negative

  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding 29,850,261 shares Common stock outstanding as of March 26, 2026 record date
Shares present 28,439,354 shares Shares present in person or by proxy at May 20, 2026 meeting
Turnout percentage 95.27% Proportion of outstanding shares represented at annual meeting
Say-on-pay for votes 27,060,223 votes Votes for executive compensation advisory resolution
Say-on-pay against votes 649,682 votes Votes against executive compensation advisory resolution
Auditor ratification for votes 28,268,137 votes Votes for ratifying Crowe LLP as 2026 auditor
broker non-vote financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE 27,060,223 | 649,682 | 27,033 | 702,416"
non-binding advisory basis financial
"the vote to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"to ratify Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
Inline XBRL technical
"104 | The cover page from this on , formatted in Inline XBRL."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
0001823608false00018236082026-05-202026-05-28

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 20, 2026
Amalgamated Financial Corp.
(Exact name of registrant as specified in its charter)
Delaware
001-40136
85-2757101
(State or other jurisdiction
of incorporation)
(Commission File Number)(I.R.S. Employer Identification
No.)
275 Seventh Avenue, New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 895-8988
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareAMALThe Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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 20, 2026, Amalgamated Financial Corp. (the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business of March 26, 2026, the record date of the Annual Meeting, an aggregate of 29,850,261 shares of the Company’s common stock were issued and outstanding.

At the Annual Meeting, of the 29,850,261 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, there were present, in person or by proxy, 28,439,354 shares, representing approximately 95.27% of the total outstanding shares. At the Annual Meeting, the stockholders voted on three proposals, as described in greater detail in the Definitive Proxy Statement and cast their votes as described below.

Proposal 1. At the Meeting, the vote to elect 13 directors to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified was as follows:

FORAGAINSTABSTAINBROKER NON-VOTE
Lynne P. Fox27,400,128317,65119,159702,416
Priscilla Sims Brown27,600,226110,85225,860702,416
Maryann Bruce27,577,238140,71518,985702,416
Mark A. Finser27,496,264221,96318,711702,416
Darrell Jackson27,450,184264,26122,493702,416
Julie Kelly27,628,73589,32418,879702,416
JoAnn S. Lilek27,606,87290,50639,560702,416
Meredith Miller27,419,635291,78525,518702,416
Edgar Romney, Sr.27,603,718115,17418,046702,416
Julieta Ross27,565,549141,72129,668702,416
Steven S. SaLoutos27,623,86294,23318,843702,416
Scott Stoll27,494,608223,64418,686702,416
Royce “Tony” Wells27,496,564224,75115,623702,416

Proposal 2. At the Meeting, the vote to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, was as follows:

FORAGAINSTABSTAINBROKER NON-VOTE
27,060,223649,68227,033702,416

Proposal 3. At the Meeting, the vote to ratify Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was as follows:

FORAGAINSTABSTAIN
28,268,137147,85123,366

Item 9.01    Financial Statements and Exhibits

(d) Exhibits The following exhibit index lists the exhibits that are either filed or furnished with this Current Report on Form 8-K:



EXHIBIT INDEX

Exhibit No.
Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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 hereunto duly authorized.

AMALGAMATED FINANCIAL CORP.
By:    
/s/ Priscilla Sims Brown
Name:    
Priscilla Sims Brown
Title:    
Chief Executive Officer
Date: May 22, 2026

2

FAQ

What was the shareholder turnout at Amalgamated Financial Corp. (AMAL)'s 2026 annual meeting?

Shareholder turnout was high at about 95.27%. Of 29,850,261 common shares outstanding and entitled to vote, 28,439,354 were present in person or by proxy at the annual meeting.

How many directors were elected at Amalgamated Financial Corp. (AMAL)'s 2026 annual meeting?

Shareholders elected 13 directors to serve until the 2027 annual meeting. Each nominee, including Lynne P. Fox and Priscilla Sims Brown, received over 27.3 million votes in favor, with relatively few votes against or abstentions.

Did Amalgamated Financial Corp. (AMAL) shareholders approve executive compensation in 2026?

Yes, shareholders approved executive compensation on a non-binding advisory basis. The vote totaled 27,060,223 for, 649,682 against, and 27,033 abstentions, with an additional 702,416 broker non-votes recorded.

Which auditing firm did Amalgamated Financial Corp. (AMAL) ratify for fiscal 2026?

Shareholders ratified Crowe LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026. The ratification received 28,268,137 votes for, 147,851 against, and 23,366 abstentions.

How many Amalgamated Financial Corp. (AMAL) shares were outstanding on the 2026 record date?

As of the March 26, 2026 record date, 29,850,261 shares of Amalgamated Financial Corp.’s common stock were issued, outstanding, and entitled to vote at the annual meeting held on May 20, 2026.

Filing Exhibits & Attachments

3 documents