Carter Bankshares (NASDAQ: CARE) 2026 shareholder meeting backs board, pay and auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Carter Bankshares, Inc. reported results from its 2026 Annual Meeting of Shareholders held on May 27, 2026. A total of 17,183,400 shares were voted in person or by proxy. Shareholders elected 11 directors, each receiving over 11.7 million votes "for" with additional broker non-votes recorded.

In an advisory, non-binding vote, shareholders approved executive compensation with 11,748,459 votes for, 695,815 against, 169,767 abstentions and 4,569,359 broker non-votes. Shareholders also ratified the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 17,089,948 votes for, 90,529 against and 2,923 abstentions.

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 voted: 17,183,400 shares Say-on-pay for votes: 11,748,459 votes Say-on-pay against votes: 695,815 votes +4 more

7 metrics

Shares voted 17,183,400 shares Total shares represented at 2026 Annual Meeting

Say-on-pay for votes 11,748,459 votes Advisory approval of executive compensation

Say-on-pay against votes 695,815 votes Advisory executive compensation proposal opposition

Say-on-pay broker non-votes 4,569,359 votes Non-votes on executive compensation proposal

Auditor ratification for votes 17,089,948 votes Ratification of Crowe LLP for fiscal year ending December 31, 2026

Auditor ratification against votes 90,529 votes Opposition to Crowe LLP ratification

Number of directors elected 11 directors Elected to serve until 2027 Annual Meeting

Key Terms

broker non-votes, advisory and non-binding vote, independent registered public accounting firm, Annual Meeting of Shareholders, +1 more

5 terms

broker non-votes financial

"For | Withhold Authority | Broker Non-Votes Michael R. Bird | 12,184,489 | 429,552 | 4,569,359"

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 and non-binding vote financial

"To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"To ratify the appointment of the independent registered public accounting firm of Crowe LLP"

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.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the “Annual 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.

non- Votes financial

"For | Against | Abstain | Non- Votes 11,748,459 | 695,815 | 169,767 | 4,569,359"

Understanding 8-K Material Events →

05/29/2026 - 10:52 AM

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 27, 2026

CARTER BANKSHARES, INC.

(Exact name of registrant as specified in its charter)


Virginia	001-39731	85-3365661
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

1300 Kings Mountain Road, Martinsville, Virginia 24112

(Address of Principal Executive Offices) (Zip Code)

(276) 656-1776

(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, $1.00 par value	CARE	NASDAQ Global Select Market

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.

On May 27, 2026, Carter Bankshares, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 17,183,400 of the Company’s shares were voted in person or by proxy. Following are the final voting results on the matters considered and voted upon at the Annual Meeting, all of which are described in the Proxy Statement for the 2026 Annual Meeting.

Proposal #1

To elect the 11 Directors below to serve until the 2027 Annual Meeting of Shareholders or until their successors are elected:


	For	Withhold Authority	Broker Non-Votes
Michael R. Bird	12,184,489	429,552	4,569,359
Kevin S. Bloomfield	12,235,852	378,189	4,569,359
Robert M. Bolton	12,267,231	346,810	4,569,359
Gregory W. Feldmann	11,765,710	848,331	4,569,359
James W. Haskins	11,878,284	735,757	4,569,359
Phyllis Q. Karavatakis	12,349,880	264,161	4,569,359
Jacob A. Lutz, III	12,170,501	443,540	4,569,359
Catharine L. Midkiff	12,181,980	432,061	4,569,359
Curtis E. Stephens	12,239,156	374,885	4,569,359
Litz H. Van Dyke	12,156,711	457,330	4,569,359
Elizabeth L. Walsh	12,173,513	440,528	4,569,359

Proposal #2

To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement.


For	Against	Abstain	Non- Votes
11,748,459	695,815	169,767	4,569,359

Proposal #3

To ratify the appointment of the independent registered public accounting firm of Crowe LLP as the independent auditors of the Company for the fiscal year ending December 31, 2026.


For	Against	Abstain	Non- Votes
17,089,948	90,529	2,923	0

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.


			CARTER BANKSHARES, INC.
			(Registrant)


Date: May 29, 2026	By:	/s/ Litz H. Van Dyke
	Name:	Litz H. Van Dyke
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Carter Bankshares (CARE) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on three main items: electing 11 directors, approving executive compensation in an advisory vote, and ratifying Crowe LLP as independent auditors. All proposals received sufficient support to pass based on the reported vote totals.

How many Carter Bankshares (CARE) shares were represented at the 2026 Annual Meeting?

A total of 17,183,400 shares were voted in person or by proxy at the 2026 Annual Meeting. This figure reflects the voting participation level of shareholders on director elections and other proposals presented.

Were Carter Bankshares (CARE) directors elected at the 2026 Annual Meeting?

Yes, shareholders elected 11 directors to serve until the 2027 Annual Meeting or until successors are elected. Each nominee received more than 11.7 million votes "for," along with additional broker non-votes reported in the results.

How did Carter Bankshares (CARE) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on executive compensation, with 11,748,459 votes for, 695,815 against, and 169,767 abstentions. There were also 4,569,359 broker non-votes recorded on this say-on-pay style proposal.

Which audit firm did Carter Bankshares (CARE) shareholders ratify for fiscal 2026?

Shareholders ratified Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 17,089,948 for, 90,529 against, and 2,923 abstentions, with no broker non-votes reported.

Did any Carter Bankshares (CARE) meeting proposals fail at the 2026 Annual Meeting?

No, all three proposals reported—director elections, advisory approval of executive compensation, and auditor ratification—received sufficient shareholder support. Each item passed based on the final voting results disclosed.

Filing Exhibits & Attachments

3 documents