Strong support at Bankwell Financial (NASDAQ: BWFG) for board, pay and auditors

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bankwell Financial Group, Inc. reported results of its Annual Meeting of Shareholders. Of 7,973,180 common shares outstanding as of the record date, 6,640,905 were present or represented by proxy, indicating strong participation.

All ten director nominees were elected, with support generally above 85% of votes cast, and many receiving over 95%. Shareholders approved the advisory proposal on executive compensation, with 4,868,485 votes in favor, representing 94.43% of votes cast on that item.

Investors also supported holding the say-on-pay advisory vote every year, with 4,515,990 votes, or 87.60%, favoring an annual frequency. In addition, shareholders ratified the selection of RSM US LLP as independent registered public accountants for the fiscal year ending December 31, 2026, with 6,565,637 votes, or 98.87% of votes cast, in favor.

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 outstanding: 7,973,180 shares Shares present or by proxy: 6,640,905 shares Say-on-pay votes for: 4,868,485 votes (94.43%) +3 more

6 metrics

Shares outstanding 7,973,180 shares Common stock outstanding as of record date for the meeting

Shares present or by proxy 6,640,905 shares Shares represented at the Annual Meeting of Shareholders

Say-on-pay votes for 4,868,485 votes (94.43%) Advisory approval of executive compensation (Proposal 2)

Annual frequency support 4,515,990 votes (87.60%) Votes favoring 1-year say-on-pay frequency (Proposal 3)

Auditor ratification votes for 6,565,637 votes (98.87%) Ratification of RSM US LLP for fiscal year ending December 31, 2026

Broker non-votes on key items 1,485,553 shares Broker non-votes on Proposals 1, 2 and 3

Key Terms

Annual Meeting of Shareholders, broker non-votes, advisory (non-binding) proposal, executive compensation, +1 more

5 terms

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (the "Meeting")."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"There were 1,485,553 broker non-votes on the 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.

advisory (non-binding) proposal financial

"Approval on an advisory (non-binding) proposal on the Company's executive compensation"

executive compensation financial

"advisory (non-binding) proposal on the Company's executive compensation"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

independent registered public accountants financial

"to ratify the selection of RSM US LLP as the Company’s independent registered public accountants"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

Understanding 8-K Material Events →

05/20/2026 - 10:46 AM

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

Bankwell Financial Group, Inc.

(Exact name of registrant as specified in its charter)


Connecticut	001-36448	20-8251355
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

258 Elm Street

New Canaan, Connecticut 06840

(203) 652-0166

(Address of Principal Executive Officers and Telephone Number)

N/A

(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:


☐			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, no par value per share	BWFG	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 Matter to a Vote of Security Holders

	On May 20, 2026, Bankwell Financial Group, Inc. (Nasdaq BWFG), (the "Company") held its Annual Meeting of Shareholders (the "Meeting"). Of the 7,973,180 shares of the Company's common stock outstanding as of the record date for the Meeting, 6,640,905 shares were present or represented by proxy at the Meeting.

	The voting results from the Meeting were as follows:

1.Election of Directors for One-Year Terms (Proposal 1).
Director	For	Withheld
Eric J. Dale	4,625,659 (89.73%)	529,693 (10.27%)
Darryl M. Demos	5,091,665 (98.76%)	63,687 (1.24%)
Blake S. Drexler	5,047,817 (97.91%)	107,535 (2.09%)
Jeffery R. Dunne	5,139,058 (99.68%)	16,294 (0.32%)
Christopher R. Gruseke	5,099,140 (98.91%)	56,212 (1.09%)
Anahaita N. Kotval	5,136,474 (99.63%)	18,878 (0.37%)
Todd H. Lampert	4,612,058 (89.46%)	534,294 (10.54%)
Kevin D. Leitão	4,632,707 (89.86%)	522,645 (10.14%)
Carl M. Porto	4,417,808 (85.69%)	737,544 (14.31%)
Lawrence B. Seidman	5,145,674 (99.81%)	9,678 (0.19%)


There were 1,485,553 broker non-votes on the Proposal.

2.Approval on an advisory (non-binding) proposal on the Company's executive compensation (Proposal 2).

For	4,868,485 (94.43%)
Against	163,856 (3.18%)
Abstain	123,011 (2.39%)

There were 1,485,553 broker non-votes on the Proposal.

3. To consider and approve an advisory (non-binding) proposal on the frequency of submission of the vote regarding the Company's executive compensation (Proposal 3).

For 1 Year	4,515,990 (87.60%)
For 2 Year	254 (0.00%)
For 3 Year	502,038 (9.74%)
Abstain	137,070 (2.66%)


There were 1,485,553 broker non-votes on the Proposal.

4. To ratify the selection of RSM US LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026 (Proposal 4).

For			6,565,637 (98.87%)
Against			41,187 (0.62%)
Abstain			34,081 (0.51%)

There were no broker non-votes on the Proposal.


Accordingly, all Director nominees were elected, and the independent auditors were ratified. The advisory (non-binding) proposal on the Company's executive compensation was also approved and the shareholders approved holding the shareholder advisory vote on executive compensation annually, as recommended by the Board.


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.

			BANKWELL FINANCIAL GROUP, INC.
			Registrant



May 20, 2026			By: /s/ Courtney E. Sacchetti
			Courtney E. Sacchetti
			Executive Vice President
			and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What was shareholder turnout at Bankwell Financial Group (BWFG)'s 2026 annual meeting?

Shareholder participation was high, with 6,640,905 shares present or represented by proxy out of 7,973,180 common shares outstanding as of the record date. This reflects strong engagement in Bankwell Financial Group’s 2026 Annual Meeting of Shareholders and its governance matters.

Were Bankwell Financial Group (BWFG)'s director nominees elected at the 2026 annual meeting?

All ten director nominees were elected at the meeting, each receiving a clear majority of votes cast. Support levels generally exceeded 85% for every nominee, with several directors receiving over 97% approval, confirming broad shareholder backing for the board’s composition.

How did Bankwell Financial Group (BWFG) shareholders vote on executive compensation?

Shareholders approved the advisory proposal on executive compensation. The say-on-pay vote received 4,868,485 votes in favor, or 94.43% of votes cast on that item, with 163,856 against and 123,011 abstentions, plus 1,485,553 broker non-votes recorded separately.

What frequency of say-on-pay votes did Bankwell Financial Group (BWFG) shareholders choose?

Shareholders favored holding the advisory vote on executive compensation every year. The 1-year option received 4,515,990 votes, or 87.60% of votes cast on frequency, compared with 502,038 for a 3-year cycle and only 254 for a 2-year cycle, plus 137,070 abstentions.

Did Bankwell Financial Group (BWFG) shareholders ratify the independent auditors for 2026?

Yes. Shareholders ratified the selection of RSM US LLP as independent registered public accountants for the fiscal year ending December 31, 2026. The ratification received 6,565,637 votes for, 41,187 against, and 34,081 abstentions, with no broker non-votes reported on this proposal.

How many broker non-votes occurred on Bankwell Financial Group (BWFG)'s 2026 proposals?

There were 1,485,553 broker non-votes on the director elections, the advisory vote on executive compensation, and the frequency of the say-on-pay vote. For the auditor ratification proposal, there were no broker non-votes, meaning all eligible shares either voted for, against, or abstained.

Filing Exhibits & Attachments

3 documents