Amerant Bancorp (NASDAQ: AMTB) investors approve directors, Say-on-Pay and RSM US LLP
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Amerant Bancorp Inc. reported the results of its 2026 annual meeting of shareholders. A total of 27,035,485 Class A voting common shares were present or represented by proxy, which was approximately 69.21% of the 39,062,373 outstanding shares as of the April 7, 2026 record date.
Shareholders elected all nominated directors to serve until the 2027 annual meeting, with each nominee receiving more votes “For” than “Against.” They also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers in the Say-on-Pay vote.
In addition, shareholders ratified the appointment of RSM US LLP as Amerant Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with a large majority of votes cast in favor and minimal opposition or abstentions.
Positive
- None.
Negative
- None.
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 at meeting: 27,035,485 shares
Shares outstanding: 39,062,373 shares
Meeting participation rate: 69.21%
+3 more
6 metrics
Shares represented at meeting
27,035,485 shares
Class A voting common stock present or by proxy at 2026 annual meeting
Shares outstanding
39,062,373 shares
Class A voting common stock outstanding as of April 7, 2026 record date
Meeting participation rate
69.21%
Percentage of outstanding Class A voting shares represented at 2026 annual meeting
Say-on-Pay For votes
23,349,064 votes
Non-binding advisory approval of named executive officer compensation
Auditor ratification For votes
27,002,896 votes
Ratification of RSM US LLP as auditor for year ending December 31, 2026
Say-on-Pay Against votes
361,733 votes
Votes opposing non-binding advisory Say-on-Pay resolution
Key Terms
broker non-vote, Say-on-Pay, non-binding, advisory basis, independent registered public accounting firm
4 terms
broker non-vote financial
"Nominee | For | Against | Abstain | Broker Non-Vote"
Say-on-Pay financial
"the compensation of the Company’s named executive officers (“Say-on-Pay”)."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
non-binding, advisory basis financial
"To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
independent registered public accounting firm financial
"the independent registered public accounting firm of the Company 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.
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): June 2, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation | (Commission file number) | (IRS Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
( (Registrant's telephone number, including area code) | ||||||||
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:
| 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 Symbols | Name of exchange on which registered | ||||||
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 June 2, 2026, Amerant Bancorp Inc. (the “Company”) held its 2026 annual meeting of shareholders (the "Annual Meeting"). There were 27,035,485 shares of Class A voting common stock of the Company present or represented by proxy at the Annual Meeting, constituting approximately 69.21% of the 39,062,373 outstanding shares of Class A voting common stock on April 7, 2026, the record date for the Annual Meeting.
The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: To elect directors to serve until the 2027 annual meeting of shareholders. Each nominee received the following votes:
| Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| Odilon Almeida | 23,313,655 | 424,739 | 18,318 | 3,278,773 | ||||||||||||||||||||||
| Carlos Iafigliola | 23,684,663 | 65,177 | 872 | 3,278,773 | ||||||||||||||||||||||
| Erin D. Knight | 23,507,527 | 240,238 | 8,947 | 3,278,773 | ||||||||||||||||||||||
| Jack Kopnisky | 23,526,368 | 220,601 | 9,743 | 3,278,773 | ||||||||||||||||||||||
| Lisa Lutoff-Perlo | 23,253,309 | 494,284 | 9,119 | 3,278,773 | ||||||||||||||||||||||
| Gustavo Marturet M. | 23,099,095 | 644,562 | 13,055 | 3,278,773 | ||||||||||||||||||||||
| Patricia Morrison | 23,663,389 | 84,203 | 9,120 | 3,278,773 | ||||||||||||||||||||||
| John W. Quill | 23,666,083 | 75,856 | 14,773 | 3,278,773 | ||||||||||||||||||||||
| Ashaki Rucker | 23,585,958 | 159,808 | 10,946 | 3,278,773 | ||||||||||||||||||||||
| Oscar Suarez | 23,501,329 | 245,640 | 9,743 | 3,278,773 | ||||||||||||||||||||||
| Millar Wilson | 15,336,523 | 8,386,819 | 33,370 | 3,278,773 | ||||||||||||||||||||||
All director nominees were duly elected at the Annual Meeting. Each of the individuals named in the above table will serve as a director until the 2027 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified.
Proposal 2: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”). Say-on-Pay received the following votes:
| For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||
| 23,349,064 | 361,733 | 45,915 | 3,278,773 | ||||||||||||||||||||
At the Annual Meeting, the shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers — Say-on-Pay.
Proposal 3: The proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 received the following votes:
| For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||
| 27,002,896 | 17,990 | 14,599 | --- | ||||||||||||||||||||
At the Annual Meeting, the shareholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
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.
| Date: June 4, 2026 | Amerant Bancorp Inc. | |||||||||||||
| By: | /s/ Julio V. Pena | |||||||||||||
| Name: Julio V. Pena | ||||||||||||||
| Title: Executive Vice President, Associate General Counsel and Corporate Secretary | ||||||||||||||
FAQ
Which directors were elected at Amerant Bancorp (AMTB) 2026 annual meeting?
All nominated directors were elected, including Odilon Almeida, Carlos Iafigliola, Erin D. Knight, Jack Kopnisky, Lisa Lutoff-Perlo, Gustavo Marturet M., Patricia Morrison, John W. Quill, Ashaki Rucker, Oscar Suarez, and Millar Wilson. Each received more votes “For” than “Against” and will serve until the 2027 meeting.
Who is Amerant Bancorp’s (AMTB) auditor for the year ending December 31, 2026?
Shareholders ratified RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote was 27,002,896 For, 17,990 Against, and 14,599 Abstain, reflecting strong shareholder backing for this appointment.