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Burke & Herbert (NASDAQ: BHRB) shareholders approve directors, auditor and say-on-pay at 2026 meeting

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

Rhea-AI Filing Summary

Burke & Herbert Financial Services Corp. reported the results of its Annual Meeting of shareholders held on June 18, 2026. Shareholders voted on board elections, auditor ratification, executive pay, and the frequency of future say-on-pay votes.

Fourteen directors were elected, each receiving more votes for than against; for example, David H. Wilson, Sr. received 8,886,943 votes for and 12,582 against, with 11,655 abstentions and 2,596,996 broker non-votes. Shareholders ratified Crowe LLP as independent registered public accounting firm with 11,440,762 votes for and 47,736 against. They also approved, on an advisory basis, the compensation of named executive officers, with 8,641,259 votes for and 215,477 against.

On the advisory vote regarding the frequency of future say-on-pay votes, a plurality supported an annual vote, with 4,821,756 votes for one year and 3,934,086 for three years. A quorum was present, with 11,508,176 shares represented out of 15,046,137 voting common shares outstanding as of the April 10, 2026 record date.

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.
Voting shares outstanding 15,046,137 shares Voting common stock outstanding as of April 10, 2026 record date
Shares represented at meeting 11,508,176 shares Shares of voting common stock present or by proxy, constituting a quorum
Auditor ratification for votes 11,440,762 votes Votes for ratifying Crowe LLP as independent registered public accounting firm
Auditor ratification against votes 47,736 votes Votes against ratifying Crowe LLP
Say-on-pay for votes 8,641,259 votes Votes for advisory approval of named executive officer compensation
Say-on-pay against votes 215,477 votes Votes against advisory approval of named executive officer compensation
One-year frequency votes 4,821,756 votes Votes supporting annual advisory say-on-pay frequency
Three-year frequency votes 3,934,086 votes Votes supporting a three-year advisory say-on-pay frequency
Broker Non Votes financial
"Common Stock Director | Votes For | Votes Against | Votes Abstained | Broker Non Votes"
non-binding, advisory vote financial
"Non-Binding, Advisory Vote on Executive Compensation."
independent registered public accounting firm financial
"to ratify the appointment of Crowe 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.
quorum financial
"there were 11,508,176 shares of the Company’s voting common stock represented in person or by proxy, constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Emerging growth company regulatory
"Emerging growth company"
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.
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Understanding 8-K Material Events →
false000196433300019643332026-06-182026-06-18

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

June 18, 2026
Date of Report (date of earliest event reported)
___________________________________
Burke & Herbert Financial Services Corp.
(Exact name of registrant as specified in its charter)
___________________________________

Virginia
(State or other jurisdiction of
incorporation or organization)
001-41633
(Commission File Number)
92-0289417
(I.R.S. Employer Identification Number)
100 S. Fairfax Street
Alexandria, VA 22314
(Address of principal executive offices and zip code)
(703) 666-3555
(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 Symbol
Name of each exchange on which registered
Common stock, par value $0.50
BHRB
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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
Burke & Herbert Financial Services Corp. (the "Company") held its Annual Meeting of shareholders on June 18, 2026. At the Annual Meeting, the Company’s shareholders considered and voted on the following four proposals, each of which is described in greater detail in the Proxy Statement mailed to shareholders on or about April 30, 2026: (1) to elect fourteen (14) directors to serve until the 2027 Annual Meeting of shareholders; (ii) to ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) to approve, on an advisory basis, the compensation of the Company's named executive officers; and (iv) to approve a non-binding advisory proposal on the frequency of future advisory votes on the compensation of the Company's named executive officers. At the close of business on April 10, 2026, the record date for the Annual Meeting, there were 15,046,137 shares of the Company’s voting common stock outstanding. At the meeting there were 11,508,176 shares of the Company’s voting common stock represented in person or by proxy, constituting a quorum. The shareholders elected each of the fourteen (14) persons listed below under Proposal 1 to serve as directors of the Company until the 2027 Annual Meeting of shareholders, ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on an advisory basis, the compensation of the Company's named executive officers. A plurality of the shareholders voted for the one-year option with respect to the frequency of future advisory shareholder votes on the compensation of the Company's named executive officers.
The voting results from the Annual Meeting as to the proposals presented to the shareholders were as follows:
Proposal 1: Election of Directors.
Common Stock
Director
Votes For
Votes Against
Votes Abstained
Broker Non Votes
Mark G. Anderson
8,856,538
42,572
12,070
2,596,996
Julian F. Barnwell, Jr.
8,834,663
63,541
12,976
2,596,996
Katherine D. Bonnafé
8,823,567
74,227
13,386
2,596,996
David P. Boyle
8,797,624
100,788
12,768
2,596,996
James M. Burke
8,866,672
33,052
11,456
2,596,996
James P. Geary, II
7,430,854
1,466,164
14,162
2,596,996
Georgette R. George
8,599,011
301,223
10,946
2,596,996
S. Laing Hinson
8,817,673
80,783
12,724
2,596,996
Shawn P. McLaughlin
8,848,237
49,484
13,459
2,596,996
Charles S. Piccirillo
8,839,309
60,925
10,946
2,596,996
Diane Poillon
8,860,980
38,048
12,152
2,596,996
Jose D. Riojas
8,839,140
57,963
14,077
2,596,996
Kristen Snyder
8,861,531
37,472
12,177
2,596,996
David H. Wilson, Sr.
8,886,943
12,582
11,655
2,596,996
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
Common Stock
Votes For
Votes Against
Votes Abstained
Broker Non Votes
11,440,762
47,736
19,678
—
Proposal 3: Non-Binding, Advisory Vote on Executive Compensation.
Common Stock
Votes For
Votes Against
Votes Abstained
Broker Non Votes
8,641,259
215,477
54,444
2,596,996


Proposal 4: Non-Binding, Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation.
Common Stock
Votes For 1 Year
Votes For 2 Year
Votes For 3 Year
Votes Abstained
Broker Non Votes
4,821,756
73,754
3,934,086
81,584
2,596,996
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 on this 18th day of June, 2026.



Burke & Herbert Financial Services Corp.
By:
/s/ Roy E. Halyama
Name:
Roy E. Halyama
Title:
Executive Vice President, CFO

Source: View Original Filing on SEC EDGAR

FAQ

What did Burke & Herbert (BHRB) shareholders approve at the 2026 annual meeting?

Shareholders elected fourteen directors, ratified Crowe LLP as auditor, and approved executive compensation on an advisory basis. They also supported holding future advisory votes on executive pay every year, based on a plurality of votes cast at the meeting.

How strong was support for Burke & Herbert’s auditor ratification in 2026?

Shareholders ratified Crowe LLP as independent registered public accounting firm with 11,440,762 votes for, 47,736 against, and 19,678 abstentions. This indicates clear approval of the auditor selection for the fiscal year ending December 31, 2026.

How did Burke & Herbert (BHRB) shareholders vote on executive compensation?

On the non-binding say-on-pay proposal, 8,641,259 votes were cast for the compensation of named executive officers, 215,477 against, and 54,444 abstained. There were also 2,596,996 broker non-votes recorded on this advisory compensation item.

What frequency did Burke & Herbert investors prefer for say-on-pay votes?

In the advisory frequency vote, 4,821,756 votes favored holding say-on-pay every 1 year, 73,754 votes favored every 2 years, and 3,934,086 favored every 3 years. A plurality supported an annual advisory vote on executive compensation going forward.

Was a quorum present at Burke & Herbert’s June 18, 2026 annual meeting?

Yes. A quorum was reached with 11,508,176 shares represented in person or by proxy. This was out of 15,046,137 shares of voting common stock outstanding as of the April 10, 2026 record date for the annual meeting.

How many Burke & Herbert directors were elected and how were votes distributed?

Fourteen directors were elected, each receiving more votes for than against. For example, director David H. Wilson, Sr. received 8,886,943 votes for, 12,582 against, 11,655 abstentions, and 2,596,996 broker non-votes, reflecting broad shareholder support for the board slate.

Filing Exhibits & Attachments

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