Binah Capital (NASDAQ: BCG) OKs equity plan, elects director at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Binah Capital Group, Inc. held its Annual Meeting of Stockholders, with 12,744,834 shares of common stock represented, about 76.76% of the 16,602,460 shares outstanding as of April 24, 2026, establishing a strong quorum.
Stockholders elected Daniel Hynes as a Class II director to serve until the 2029 annual meeting, approved executive compensation on an advisory basis, and chose an annual frequency for future say‑on‑pay votes. They also ratified FGMK, LLC as independent auditor for 2026 and approved an amendment to the 2024 Equity Incentive Plan, increasing the shares available for issuance to 2,650,000.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
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.
Key Figures
Shares outstanding: 16,602,460 shares
Shares represented: 12,744,834 shares
Equity plan share pool: 2,650,000 shares
+4 more
7 metrics
Shares outstanding
16,602,460 shares
Common stock outstanding as of April 24, 2026 record date
Shares represented
12,744,834 shares
Shares present or by proxy at annual meeting, about 76.76% of outstanding
Equity plan share pool
2,650,000 shares
Common stock available for issuance under amended 2024 Equity Incentive Plan
Proposal 5 for votes
10,900,419 votes
Votes in favor of amending 2024 Equity Incentive Plan
Auditor ratification for votes
12,652,706 votes
Votes supporting FGMK, LLC as independent auditor for 2026
Say-on-pay for votes
11,530,512 votes
Votes approving executive compensation on a non-binding basis
One-year frequency votes
11,576,606 votes
Votes favoring annual say-on-pay frequency
Key Terms
non-binding advisory basis, broker non-votes, Equity Incentive Plan, independent registered public accounting firm, +1 more
5 terms
non-binding advisory basis financial
"a proposal 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.
broker non-votes financial
"There were 1,153,475 broker non-votes in connection with this proposal"
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.
Equity Incentive Plan financial
"approve an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
independent registered public accounting firm financial
"ratify the appointment of FGMK, LLC 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.
say-on-pay financial
"future advisory votes on the compensation of the Company’s named executive officers"
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.
FAQ
What did Binah Capital Group (BCG) stockholders vote on at the 2026 annual meeting?
Stockholders voted on five key proposals, including electing director Daniel Hynes, approving executive compensation and its voting frequency, ratifying FGMK, LLC as auditor for 2026, and amending the 2024 Equity Incentive Plan to increase available shares to 2,650,000.
Was the 2026 Binah Capital Group (BCG) annual meeting quorum satisfied?
Yes, the quorum was comfortably satisfied. Of 16,602,460 common shares outstanding on April 24, 2026, a total of 12,744,834 shares were represented in person or by proxy, accounting for approximately 76.76% of the outstanding shares eligible to vote at the meeting.
How did Binah Capital Group (BCG) stockholders vote on executive compensation?
Stockholders approved named executive officer compensation on a non-binding advisory basis, with 11,530,512 votes in favor, 55,126 against, and 5,721 abstentions. There were also 1,153,475 broker non-votes recorded in connection with this advisory say-on-pay proposal at the annual meeting.
What frequency did Binah Capital Group (BCG) stockholders select for say-on-pay votes?
Stockholders favored an annual advisory vote on executive compensation. The vote totals were 11,576,606 for one year, 7,472 for two years, 6,222 for three years, and 1,059 abstentions, with 1,153,475 broker non-votes. The Board subsequently adopted the one‑year frequency.
What change was approved to Binah Capital Group’s (BCG) 2024 Equity Incentive Plan?
Stockholders approved an amendment increasing the number of common shares available under the 2024 Equity Incentive Plan to 2,650,000 shares. Proposal 5 passed with 10,900,419 votes for, 690,509 against, 431 abstentions, and 1,153,475 broker non-votes reported for this equity plan amendment.
Who was elected to Binah Capital Group’s (BCG) Board at the 2026 meeting?
Daniel Hynes was elected as a Class II director to serve until the 2029 Annual Meeting of Stockholders, or until a successor is duly elected and qualified. He received 11,537,532 votes for, 53,827 withheld, and 1,153,475 broker non-votes recorded for this director election.