Bogota Financial (BSBK) holders approve pay, favor 3-year say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bogota Financial Corp. held its 2026 annual stockholder meeting on May 14, 2026, where stockholders elected directors and cast advisory votes on executive pay and pay-vote frequency.

Peter T. Donnelly received 10,873,938 votes for and 328,398 withheld, while John Masterson received 10,871,346 votes for and 330,990 withheld, with 844,524 broker non-votes for each, so both were elected. An advisory resolution on executive compensation received strong support, with 11,784,331 votes for, 224,570 against and 37,979 abstentions. Another proposal received 10,790,223 votes for, 375,056 against, 37,057 abstentions and 844,524 broker non-votes.

In the say-on-pay frequency advisory vote, 3 years received 8,973,360 votes compared with 2,156,831 for 1 year, 21,479 for 2 years, 50,666 abstentions and 844,524 broker non-votes. The company plans to file an amendment within 150 days to disclose the Board’s decision on future say-on-pay vote frequency.

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

Votes for Donnelly: 10,873,938 votes Votes for Masterson: 10,871,346 votes Say-on-pay support: 11,784,331 votes for +4 more

7 metrics

Votes for Donnelly 10,873,938 votes Director election at 2026 annual meeting

Votes for Masterson 10,871,346 votes Director election at 2026 annual meeting

Say-on-pay support 11,784,331 votes for Advisory executive compensation vote

Say-on-pay opposition 224,570 votes against Advisory executive compensation vote

Three-year frequency votes 8,973,360 votes Say-on-pay frequency advisory vote

One-year frequency votes 2,156,831 votes Say-on-pay frequency advisory vote

Broker non-votes 844,524 shares Several meeting proposals

Key Terms

Broker Non-Votes, Say-on-Pay votes, Rule 14a-8, Emerging growth company

4 terms

Broker Non-Votes financial

"For | | Against | | Abstain | | Broker Non-Votes 10,790,223 | | 375,056 | | 37,057 | | 844,524"

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.

Say-on-Pay votes financial

"decision of our Board of Directors regarding the frequency with which we will conduct future Say-on-Pay votes."

Rule 14a-8 regulatory

"no less than 60 days prior to the deadline for submission of stockholder proposals under Rule 14a-8"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

Understanding 8-K Material Events →

05/15/2026 - 04:41 PM

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 14, 2026

Bogota Financial Corp.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-39180	84-3501231
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

819 Teaneck Road, Teaneck, New Jersey		07666
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (201) 862-0660

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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		BSBK		The Nasdaq Stock Market, LLC

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.

The 2026 Annual Meeting of Stockholders of Bogota Financial Corp. (the “Company”) was held on May 14, 2026. The final results of the vote on each matter submitted to a vote of stockholders are as follows:

1.	The following individuals were elected as directors of the Company, each for a three-year term or until his successor is duly elected and qualified, by the following vote:

	For	Withhold	Broker Non-Votes

Peter T. Donnelly	10,873,938	328,398	844,524
John Masterson	10,871,346	330,990	844,524

2.	The appointment of S.R. Snodgrass, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the following vote:

For	Against	Abstentions

11,784,331	224,570	37,979

3.	The compensation of the Company’s named executive officers, as described in the Company’s proxy statement, was approved on an advisory (non-binding) basis by the following vote:

For	Against	Abstain	Broker Non-Votes

10,790,223	375,056	37,057	844,524

4.	An advisory (non-binding) vote on executive compensation every three years was approved on an advisory (non-binding) basis by the following vote:

1 Year	2 Years	3 Years	Abstain	Broker Non-Votes

2,156,831	21,479	8,973,360	50,666	844,524

We intend to file an amendment to this Form 8-K within 150 days after the 2026 Annual Meeting, and no less than 60 days prior to the deadline for submission of stockholder proposals under Rule 14a-8, that will contain the decision of our Board of Directors regarding the frequency with which we will conduct future Say-on-Pay votes.

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.

	BOGOTA FINANCIAL CORP.



DATE: May 15, 2026	By: /s/ Brian McCourt
	Brian McCourt
	Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Bogota Financial Corp. (BSBK) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections, an advisory say-on-pay resolution, another proposal with broker non-votes, and a non-binding advisory vote on how often to hold future say-on-pay votes, choosing among one-, two-, or three-year intervals.

Were Bogota Financial Corp. (BSBK) directors re-elected at the 2026 annual meeting?

Yes. Peter T. Donnelly received 10,873,938 votes for and 328,398 withheld, and John Masterson received 10,871,346 votes for and 330,990 withheld, along with 844,524 broker non-votes for each, indicating stockholder approval of both director nominees.

How did Bogota Financial Corp. (BSBK) stockholders vote on executive compensation in 2026?

Stockholders supported the advisory say-on-pay resolution, with 11,784,331 votes for, 224,570 against and 37,979 abstentions. This non-binding vote indicates broad approval of the company’s named executive officer compensation program for the period covered.

What say-on-pay frequency did Bogota Financial Corp. (BSBK) stockholders prefer in 2026?

In the advisory frequency vote, 3-year say-on-pay intervals received 8,973,360 votes, compared with 2,156,831 for 1 year, 21,479 for 2 years, 50,666 abstentions and 844,524 broker non-votes. This shows stockholder preference for holding say-on-pay votes every three years.

Will Bogota Financial Corp. (BSBK) change its say-on-pay vote frequency after the 2026 meeting?

The Board has not yet announced its decision. The company plans to file an amendment within 150 days of the 2026 annual meeting, at least 60 days before the Rule 14a-8 proposal deadline, disclosing the Board’s chosen frequency.

What are broker non-votes in the Bogota Financial Corp. (BSBK) 2026 meeting results?

Broker non-votes occur when brokers hold shares for clients but lack instructions to vote on certain proposals. For several Bogota Financial proposals, there were 844,524 broker non-votes, meaning those shares were not counted as for or against those items.

Filing Exhibits & Attachments

3 documents