Customers Bancorp (NYSE: CUBB) holders back stock plan and new RSU awards
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Customers Bancorp, Inc. reported that shareholders approved an amendment to its 2019 Stock Incentive Plan, increasing the common stock authorized under the plan by 750,000 shares, from 3,320,325 to 4,070,325, and raising the limit on non-employee director compensation.
The board’s compensation committee granted 71,935 short-term performance RSUs to executives effective March 13, 2026, and later approved 15,043 time-based RSUs and 22,563 performance-based RSUs as long-term awards, all contingent on the plan amendment. These RSUs generally vest over three years, while PBRSUs cliff vest after three years based on relative total shareholder return, return on average common equity, and average non-performing assets to total assets.
Shareholders also elected three Class III directors, ratified Deloitte & Touche LLP as auditor for the year ending December 31, 2026, approved executive compensation on an advisory basis, and approved the stock plan amendment.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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
Stock plan share increase: 750,000 shares
Total plan authorization: 4,070,325 shares
Short-term RSUs granted: 71,935 RSUs
+4 more
7 metrics
Stock plan share increase
750,000 shares
Additional shares authorized under 2019 Stock Incentive Plan
Total plan authorization
4,070,325 shares
Total common stock authorized under 2019 plan after amendment
Short-term RSUs granted
71,935 RSUs
Aggregate short-term annual performance awards effective March 13, 2026
Long-term time-based RSUs
15,043 RSUs
Aggregate time-based RSUs approved April 8, 2026
Performance-based RSUs
22,563 PBRSUs
Aggregate long-term performance-based RSUs approved April 8, 2026
Say-on-pay votes for
19,160,697 votes
Advisory approval of named executive officer compensation
Auditor ratification votes for
30,414,702 votes
Ratification of Deloitte & Touche LLP for FY ending Dec 31, 2026
Key Terms
restricted stock units, performance-based restricted stock units, relative Total Shareholder Return, non-performing assets, +1 more
5 terms
restricted stock units financial
"approved grants of an aggregate of 71,935 restricted stock units ("RSUs") in short-term annual performance awards"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"approved grants of an aggregate of 15,043 RSUs and 22,563 performance-based restricted stock units ("PBRSUs") in long-term incentive awards"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
non-performing assets financial
"3-year Relative Average Non-Performing Assets to Total Assets | 34%"
Loans or other credit exposures that are not producing expected income because borrowers have stopped making scheduled payments for a significant period (commonly around 90 days). Think of it like a business lending money that has gone quiet — the cash flow stops while the lender still carries the debt on its books. High levels of non-performing assets matter to investors because they reduce a lender’s earnings, tie up capital that could be used for growth, and signal higher risk of future losses.
broker non-votes financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES 19,160,697 | 9,059,302 | 306,994 | 2,052,252"
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.
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 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of Customers Bancorp, Inc. (the “Company”) on May 26, 2026, the shareholders approved an amendment to the Company’s 2019 Stock Incentive Plan which provides for an increase in the total number of shares of the Company’s common stock authorized under that plan by 750,000, from 3,320,325 to 4,070,325, and an increase of the limit on non-employee Director compensation permitted under the Company’s 2019 Stock Incentive Plan. The terms and conditions of the Company’s 2019 Stock Incentive Plan, as amended, are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2026.
On February 19, 2026, the Leadership Development and Compensation Committee of the Board of Directors (the “LD&CC”) approved grants of an aggregate of 71,935 restricted stock units ("RSUs") in short-term annual performance awards to certain executives of the Company, effective March 13, 2026 and contingent upon shareholder approval of the amendment to the 2019 Stock Incentive Plan, as described above. The terms of those grants awarded to our named executive officers are as follows:
Time-Based RSUs (1) | ||||||||
| Executive | Granted (#) | Grant Date Fair Value ($) (2) | ||||||
| Jay S. Sidhu | 16,030 | $1,037,400 | ||||||
| Sam Sidhu | 12,306 | $796,400 | ||||||
| Mark R. McCollom | 2,371 | $153,420 | ||||||
| Philip S. Watkins | 3,941 | $255,000 | ||||||
| Lyle P. Cunningham | 5,795 | $375,000 | ||||||
| Thomas H. Kasulka | 3,941 | $255,000 | ||||||
(1)The RSUs granted under the short-term annual performance awards vest in three equal installments on each of the first, second and third anniversaries of the grant date.
(2)Grant date fair values are estimated based on the closing price per share the Company's common stock of $64.72 on March 13, 2026.
On April 8, 2026, the LD&CC approved grants of an aggregate of 15,043 RSUs and 22,563 performance-based restricted stock units (“PBRSUs”) in long-term incentive awards to certain named executive officers of the Company, contingent upon shareholder approval of the amendment to the 2019 Stock Incentive Plan, as described above. The terms of those grants awarded to participating named executive officers are as follows:
Time-Based RSUs (1) | PBRSUs (2) | Total Long-Term Incentive RSUs | |||||||||||||||||||||
| Executive | Granted (#) | Grant Date Fair Value ($) (3) | Granted (#) | Grant Date Fair Value ($) (3) | Granted (#) | Grant Date Fair Value ($) (3) | |||||||||||||||||
| Jay S. Sidhu | 7,047 | $520,000 | 10,570 | $780,000 | 17,617 | $1,300,000 | |||||||||||||||||
| Sam Sidhu | 5,285 | $390,000 | 7,927 | $585,000 | 13,212 | $975,000 | |||||||||||||||||
| Mark R. McCollom | 2,711 | $200,000 | 4,066 | $300,000 | 6,777 | $500,000 | |||||||||||||||||
(1)The RSUs granted under the long-term incentive awards vest in three equal installments on each of the first, second and third anniversaries of the grant date.
(2)PBRSUs vest 100% on the third anniversary of their grant date, subject to performance with regard to the following metrics:
| Metrics | Weighting | ||||
| 3-year Relative Total Shareholder Return | 33% | ||||
| 3-year Relative Return on Average Common Equity | 33% | ||||
| 3-year Relative Average Non-Performing Assets to Total Assets | 34% | ||||
For each goal, awards vest based on Company performance relative to its peers as follows:
| Performance Requirement (% of peer group median) | Performance Award Multiple | |||||||
| Threshold | 80% | 50% | ||||||
| Target | 100% | 100% | ||||||
| Outperform | 110% | 125% | ||||||
| Maximum | 120% | 150% | ||||||
(3)Grant date fair values are estimated based on the closing price per share of the Company's common stock of $73.80 on April 8, 2026.
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, Daniel K. Rothermel, Jay S. Sidhu and Samvir S. Sidhu.
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: May 28, 2026
FAQ
What change did Customers Bancorp (CUBB) approve to its 2019 Stock Incentive Plan?
Shareholders approved an amendment increasing the 2019 Stock Incentive Plan share pool by 750,000 shares to 4,070,325. The amendment also raises the limit on non-employee director compensation, giving the company more equity capacity for future director and executive awards.
What RSU awards did Customers Bancorp (CUBB) grant as short-term incentives?
The compensation committee approved 71,935 restricted stock units as short-term annual performance awards to certain executives, effective March 13, 2026. These RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date, contingent on shareholder approval of the plan amendment.
What long-term RSU and PBRSU grants did Customers Bancorp (CUBB) approve?
On April 8, 2026, the committee approved 15,043 time-based RSUs and 22,563 performance-based RSUs for named executives. Time-based RSUs vest over three years, while PBRSUs vest 100% after three years, subject to performance against specified financial and asset-quality metrics.
How are Customers Bancorp (CUBB) performance-based RSUs measured and awarded?
Performance-based RSUs vest based on three-year relative total shareholder return, relative return on average common equity, and relative average non-performing assets to total assets. Awards pay out from 50% at threshold to 150% at maximum, depending on performance versus peer median for each metric.
What were the advisory say-on-pay results for Customers Bancorp (CUBB)?
Shareholders cast 19,160,697 votes for, 9,059,302 against, and 306,994 abstaining on named executive officer compensation, with 2,052,252 broker non-votes. This advisory vote indicates a majority supported the company’s executive pay program at the referenced annual meeting.