Byline Bancorp (NYSE: BY) investors back directors, pay and new 2026 incentive plans

Rhea-AI Filing Summary

Byline Bancorp, Inc. reported the results of its annual stockholder meeting held on June 2, 2026. Stockholders representing 38,463,091 shares of common stock, or about 84.68% of shares entitled to vote, were present or represented by proxy, showing strong participation.

All ten director nominees were elected, each receiving over 32 million votes "for." Stockholders approved, on an advisory basis, named executive officer compensation with 34,279,290 votes in favor, and approved the 2026 Omnibus Incentive Compensation Plan with 33,421,714 votes in favor. They also approved an amendment to increase shares available under the Employee Stock Purchase Plan and ratified Baker Tilly US, LLP as independent auditor for the year ending December 31, 2026.

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: 38,463,091 shares Voting participation: 84.68% Exec pay advisory support: 34,279,290 votes for +4 more

7 metrics

Shares represented 38,463,091 shares Present or by proxy at June 2, 2026 annual meeting

Voting participation 84.68% Percentage of shares outstanding and entitled to vote at meeting

Exec pay advisory support 34,279,290 votes for Advisory vote on named executive officer compensation

Omnibus plan approval 33,421,714 votes for Adoption of 2026 Omnibus Incentive Compensation Plan

ESPP amendment approval 34,579,976 votes for Amendment to increase shares under Employee Stock Purchase Plan

Auditor ratification 38,359,978 votes for Ratification of Baker Tilly US, LLP for fiscal year ending Dec 31, 2026

Directors elected 10 directors One-year terms until 2027 annual meeting or successors qualify

Key Terms

broker non-votes, advisory (non-binding) vote, 2026 Omnibus Incentive Compensation Plan, Employee Stock Purchase Plan, +1 more

5 terms

broker non-votes financial

"Votes Withheld | Broker Non-Votes 1 | Phillip R. Cabrera | 34,258,536 | 1,162,176 | 3,042,379"

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) vote financial

"Advisory (non-binding) Vote to Approve Named Executive Officer Compensation"

2026 Omnibus Incentive Compensation Plan financial

"approved the adoption of the Company's 2026 Omnibus Incentive Compensation Plan"

Employee Stock Purchase Plan financial

"amendment to the Company's Employee Stock Purchase Plan to increase the number of shares"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

independent registered public accounting firm financial

"ratified the appointment of Baker Tilly US, 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.

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Understanding 8-K Material Events →

false000170275000017027502026-06-022026-06-02

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

BYLINE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-38139		36-3012593
(Commission File Number)		(I.R.S. Employer Identification No.)
180 North LaSalle Street, Suite 300
Chicago, Illinois		60601
(Address of Principal Executive Offices)		(Zip Code)

(773) 244-7000

(Registrant’s Telephone Number, Including Area Code)

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	BY	New York Stock Exchange

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.

An annual meeting of stockholders (the “Annual Meeting”) of Byline Bancorp, Inc. (“Byline” or the “Company”) was held on June 2, 2026. A total of 38,463,091 shares of the Company's common stock were present or represented by proxy at the Annual Meeting. This represented approximately 84.68% of the Company's shares of common stock that were outstanding and entitled to vote at the Annual Meeting. Five proposals were presented to Byline’s stockholders at the Annual Meeting as described in Byline’s 2026 Proxy Statement. The final results of the stockholder vote on each of the proposals are as follows:

1.) Proposal 1: Election of Directors. Byline’s stockholders elected ten (10) director nominees to serve a one-year term until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified:

	Name of Director Nominee	Number of Shares Voted "For"	Votes Withheld	Broker Non-Votes
1	Phillip R. Cabrera	34,258,536	1,162,176	3,042,379
2	Antonio del Valle Perochena	32,114,165	3,306,547	3,042,379
3	Roberto R. Herencia	33,745,806	1,674,906	3,042,379
4	Mary Jo S. Herseth	35,254,160	166,552	3,042,379
5	Margarita Hugues Vélez	35,217,667	203,045	3,042,379
6	Steven P. Kent	34,364,268	1,056,444	3,042,379
7	William G. Kistner	34,852,687	568,025	3,042,379
8	Alberto J. Paracchini	35,031,635	389,077	3,042,379
9	Pamela C. Stewart	34,673,910	746,802	3,042,379
10	Carlos Ruiz Sacristán	35,218,850	201,862	3,042,379

2.) Proposal 2: Advisory (non-binding) Vote to Approve Named Executive Officer Compensation. Byline’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in the 2026 Proxy Statement:

Number of Shares Voted "For"	Number of Shares Voted "Against"	Abstentions	Broker Non-Votes
34,279,290	410,871	730,551	3,042,379

3.) Proposal 3: Approval to Adopt 2026 Omnibus Incentive Compensation Plan. Byline's stockholders approved the adoption of the Company's 2026 Omnibus Incentive Compensation Plan as described in the 2026 Proxy Statement:

Number of Shares Voted "For"	Number of Shares Voted "Against"	Abstentions	Broker Non-Votes
33,421,714	1,276,327	722,671	3,042,379

4.) Proposal 4: Approval Vote to Amend Shares Offered for Employee Stock Purchase Plan. Byline's stockholders approved an amendment to the Company's Employee Stock Purchase Plan to increase the number of shares of common stock that may be offered under the plan as described in the 2026 Proxy Statement:

Number of Shares Voted "For"	Number of Shares Voted "Against"	Abstentions	Broker Non-Votes
34,579,976	121,166	719,570	3,042,379

5.) Proposal 5: Ratification of Independent Registered Public Accounting Firm. Byline’s stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

Number of Shares Voted "For"	Number of Shares Voted "Against"	Abstentions	Broker Non-Votes
38,359,978	98,201	4,912	—

2

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.

				BYLINE BANCORP, INC.
Date: June 3, 2026				By:	/s/ Robert R. Herencia
				Name:	Roberto R. Herencia
				Title:	Executive Chairman and CEO

3

FAQ

What did Byline Bancorp (BY) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing ten directors, approving executive compensation, adopting the 2026 Omnibus Incentive Compensation Plan, increasing shares for the Employee Stock Purchase Plan, and ratifying Baker Tilly US, LLP as independent auditor for the 2026 fiscal year.

What was shareholder attendance for Byline Bancorp's 2026 annual meeting?

Attendance was strong, with 38,463,091 shares of common stock present or represented by proxy. This equaled approximately 84.68% of the shares outstanding and entitled to vote at the meeting, indicating broad shareholder participation in the governance process.

Were Byline Bancorp’s executive compensation practices approved in 2026?

Yes. Shareholders approved, on an advisory non-binding basis, compensation for named executive officers. The vote totaled 34,279,290 shares in favor, 410,871 against, and 730,551 abstentions, with 3,042,379 broker non-votes recorded on this compensation proposal.

Did Byline Bancorp (BY) shareholders adopt the 2026 Omnibus Incentive Compensation Plan?

Yes. Shareholders approved adoption of the 2026 Omnibus Incentive Compensation Plan. The proposal received 33,421,714 votes "for," 1,276,327 votes "against," 722,671 abstentions, and 3,042,379 broker non-votes, supporting the company’s equity-based incentive framework.

How did Byline Bancorp shareholders vote on the Employee Stock Purchase Plan amendment?

Shareholders approved an amendment increasing the number of common shares that may be offered under the Employee Stock Purchase Plan. The vote was 34,579,976 "for," 121,166 "against," 719,570 abstentions, and 3,042,379 broker non-votes, confirming support for expanded employee share participation.

Who is Byline Bancorp’s auditor for the year ending December 31, 2026?

Shareholders ratified Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 38,359,978 votes "for," 98,201 votes "against," and 4,912 abstentions, with no broker non-votes.

Filing Exhibits & Attachments

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