Chain Bridge Bancorp 8-K: Directors re-elected, auditor ratified

Rhea-AI Filing Summary

Chain Bridge Bancorp, Inc. (NYSE: CBNA) filed an Form 8-K to report the final results of its 18 June 2025 Annual Meeting of Stockholders.

Proposal 1 – Election of Directors: All 13 nominees were re-elected to one-year terms ending at the 2026 meeting. Support levels were overwhelmingly high, generally exceeding 99% of votes cast. Lead Independent Director Peter G. Fitzgerald, CEO Andrew J. Fitzgerald and the remaining slate each received more than 30.5 million “For” votes versus a maximum of 292 k “Against.” Broker non-votes totaled 623.3 k shares.

Proposal 2 – Auditor Ratification: Shareholders ratified Yount, Hyde & Barbour, P.C. as independent registered public accounting firm for fiscal 2025 with 31,386,367 For, 1,051 Against, and 188 Abstain—reflecting near-unanimous support.

No other matters were presented. The filing does not disclose new financial guidance, operational updates or strategic transactions, so market impact should be modest. The results nevertheless confirm board continuity and investor confidence in current governance and audit oversight.

Insights

Corporate Governance Expert

TL;DR: Board slate and auditor approved with >99% support; governance status quo maintained.

The decisive re-election of all directors indicates strong shareholder satisfaction with current governance and strategy. High “For” percentages across the slate, including family insiders and independents, reduce near-term board risk and signal stability. Auditor ratification with only ~0.003% opposition reinforces confidence in financial reporting controls. Because no compensation or by-law changes were proposed, the meeting was routine; therefore, the filing is governance-neutral from a valuation standpoint.

Portfolio Manager

TL;DR: Routine meeting; no financial or strategic surprises—neutral for stock performance.

From a portfolio perspective, the 8-K confirms continuity. High approval rates (>99%) remove uncertainty around leadership or potential activist pressure. However, the absence of earnings, capital actions, or strategic announcements means limited catalyst value. Liquidity, credit trends, and margin data—key drivers for a regional bank—are not addressed here, so position sizing should rely on forthcoming Q2 results rather than this filing.

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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 18, 2025

Chain Bridge Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-42302

Delaware			20-4957796
(State or other jurisdiction of  incorporation)			(IRS Employer Identification No.)
1445-A Laughlin Avenue, McLean, VA			22101
(Address of principal executive offices)			(Zip Code)

(703)-748-2005

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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			Exchange on which registered
Class A common stock, par value $0.01 per share			CBNA			NYSE

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 x

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. x

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2025, Chain Bridge Bancorp, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.

Proposal 1: Election of Directors
    Each of the thirteen (13) director nominees was elected to serve until the Company’s 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The results were as follows:

Name			For			Against			Abstain			Broker Non-Votes
Peter G. Fitzgerald			30,742,800.41			21,472.00			—			623,333.59
Mark Martinelli			30,759,945.41			4,327.00			—			623,333.59
Yonesy F. Núñez			30,759,845.41			4,427.00			—			623,333.59
Michael J. Conover			30,759,945.41			4,327.00			—			623,333.59
Leigh-Alexandra Basha			30,740,350.41			22,922.00			1,000.00			623,333.59
John J. Brough			30,759,945.41			4,327.00			—			623,333.59
David M. Evinger			30,759,945.41			4,327.00			—			623,333.59
Thomas G. Fitzgerald, Jr.			30,632,256.41			98,016.00			34,000.00			623,333.59
Andrew J. Fitzgerald			30,513,256.41			217,016.00			34,000.00			623,333.59
Joseph M. Fitzgerald			30,708,550.41			21,722.00			34,000.00			623,333.59
Michelle L. Korsmo			30,471,975.41			292,297.00			—			623,333.59
Benita Thompson-Byas			30,758,745.41			4,527.00			1,000.00			623,333.59
Paul W. Leavitt			30,641,445.41			122,827.00			—			623,333.59

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
    The Company’s stockholders ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results were as follows:

For			Against			Abstain			Broker Non-Votes
31,386,367.00			1,051.00			188.00			—

No other matters were submitted for stockholder action at the Annual Meeting.

SIGNATURE

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.

			CHAIN BRIDGE BANCORP, INC.
			(Registrant)
Date: June 18, 2025			By:			/s/ David M. Evinger
						Name: Title:			David M. Evinger President & Corporate Secretary