Customers Bancorp (CUBB) updates 2026 vote results and equity plan approval
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
Customers Bancorp, Inc. filed an amended report to correct a director reference in its prior disclosure about the 2026 Annual Meeting, replacing an erroneous mention of Daniel K. Rothermel with T. Lawrence Way. At the meeting, shareholders elected three Class III directors and confirmed several key proposals.
Shareholders elected Susan D. Looney, Dalton T. Sirmans, and Steven J. Zuckerman, each receiving over 26 million votes in favor. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 30,414,702 votes for. On an advisory basis, shareholders approved named executive officer compensation and approved an amendment to the 2019 Stock Incentive Plan.
Positive
- None.
Negative
- None.
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 entitled to vote: 30,579,245 shares
Votes for Susan D. Looney: 27,828,079 votes
Votes for auditor ratification: 30,414,702 votes
+2 more
5 metrics
Shares entitled to vote
30,579,245 shares
Outstanding and entitled to vote at Annual Meeting on May 26, 2026
Votes for Susan D. Looney
27,828,079 votes
Election as Class III director at 2026 Annual Meeting
Votes for auditor ratification
30,414,702 votes
Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Votes for say-on-pay
19,160,697 votes
Advisory approval of named executive officer compensation
Votes for 2019 Stock Incentive Plan amendment
19,725,308 votes
Approval of amendment to 2019 Stock Incentive Plan
Key Terms
broker non-votes, Emerging growth company, independent registered public accounting firm, advisory basis, +1 more
5 terms
broker non-votes financial
"The number of votes cast for, against, or withheld as to each such matter or nominee, as well as the number of abstentions as to each such matter or nominee, are set forth below."
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.
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.
independent registered public accounting firm financial
"To ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026."
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.
advisory basis financial
"To approve, on an advisory basis, our named executive officer compensation."
2019 Stock Incentive Plan financial
"To approve an amendment to the Company’s 2019 Stock Incentive Plan."
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 26, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(610 ) 933-2000
(Registrant’s telephone number, including area code)
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 obligations of the registrant under any of the following provisions (see General Instructions 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 Symbols | Name of each exchange on which registered | ||||||||||||
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. ☐
Explanatory Note
This Current Report on Form 8-K/A is being filed solely to amend Item 5.07 of the Current Report on Form 8-K filed by Customers Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission on May 28, 2026 ("Original Form 8-K"), in order to delete an erroneous reference to Mr. Daniel K. Rothermel and replace it with a reference to Mr. T. Lawrence Way. No other changes were made to the Original Form 8-K. All other Items of the Original Form 8-K are unaffected by this Amended Form 8-K and such Items have not been included herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 26, 2026, for the purpose of considering and acting upon the below proposals. A total of 30,579,245 shares were outstanding and entitled to vote at the Annual Meeting. The number of votes cast for, against, or withheld as to each such matter or nominee, as well as the number of abstentions as to each such matter or nominee, are set forth below.
1.To elect the following three Class III directors of the Company.
| FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Susan D. Looney | 27,828,079 | 5,488 | 2,052,252 | ||||||||
| Dalton T. Sirmans | 27,978,026 | 5,488 | 2,052,252 | ||||||||
| Steven J. Zuckerman | 26,212,146 | 6,041 | 2,052,252 | ||||||||
The following additional directors continued in office after the Annual Meeting: Andrea R. Allon, Bernard B. Banks, Robert J. Buford, M. Michael Gill, Robert M. Krasne, Jay S. Sidhu, Samvir S. Sidhu and T. Lawrence Way.
2. To ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.
| FOR | AGAINST | ABSTAIN | ||||||
| 30,414,702 | 97,912 | 66,631 | ||||||
There were no broker non-votes on the proposal.
3. To approve, on an advisory basis, our named executive officer compensation.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 19,160,697 | 9,059,302 | 306,994 | 2,052,252 | ||||||||
4. To approve an amendment to the Company’s 2019 Stock Incentive Plan.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 19,725,308 | 8,530,617 | 271,068 | 2,052,252 | ||||||||
++++++++++++++++++++++++++++++
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.
| CUSTOMERS BANCORP, INC. | |||||
By: /s/ Andrew B. Sachs | |||||
| Name: Andrew B. Sachs | |||||
| Title: Executive Vice President - General Counsel and Corporate Secretary | |||||
Date: June 03, 2026
FAQ
What change does Customers Bancorp (CUBB) make in this amended 8-K/A?
The amended filing corrects a director reference in prior vote results, deleting an erroneous mention of Daniel K. Rothermel and replacing it with T. Lawrence Way. No other items from the original report were changed or restated in this amendment.
Which directors were elected at Customers Bancorp’s May 26, 2026 annual meeting?
Shareholders elected three Class III directors: Susan D. Looney, Dalton T. Sirmans, and Steven J. Zuckerman. Each received over 26 million votes in favor, with only a small number of votes withheld and broker non-votes reported on each director.
What was decided about Customers Bancorp’s 2019 Stock Incentive Plan?
Shareholders approved an amendment to the company’s 2019 Stock Incentive Plan. The vote results were 19,725,308 for, 8,530,617 against, and 271,068 abstentions, with 2,052,252 broker non-votes. This reflects support for continuing equity-based compensation under the amended plan.