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Eagle Bancorp (EGBN) investors back board, auditor and say-on-pay

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Eagle Bancorp, Inc. held its Annual Meeting of Shareholders on May 14, 2026. Shareholders elected eleven directors to serve until the 2027 annual meeting or until successors are elected and qualified.

They also ratified Crowe LLP as independent auditor for the year ending December 31, 2026, with 23,880,928 votes for, 78,270 against and 23,857 abstentions. In addition, shareholders approved a non-binding advisory resolution on executive compensation, with 18,673,699 votes for, 1,928,012 against, 122,713 abstentions and 3,258,361 broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor ratification votes for 23,880,928 votes Ratification of Crowe LLP for year ending December 31, 2026
Auditor ratification votes against 78,270 votes Ratification of Crowe LLP for year ending December 31, 2026
Say-on-pay votes for 18,673,699 votes Non-binding advisory resolution on executive compensation
Say-on-pay votes against 1,928,012 votes Non-binding advisory resolution on executive compensation
Say-on-pay abstentions 122,713 votes Non-binding advisory resolution on executive compensation
Broker non-votes on say-on-pay 3,258,361 votes Non-binding advisory resolution on executive compensation
Votes for Trevor Montano 20,543,576 votes Election as director at 2026 annual meeting
Votes for Matthew D. Brockwell 20,309,113 votes Election as director at 2026 annual meeting
broker non-votes financial
"votes cast for and against such persons, votes withheld and broker non-votes 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.
independent registered public accounting firm financial
"ratifying the appointment of Crowe 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.
non-binding, advisory resolution financial
"approving a non-binding, advisory resolution approving the compensation of the Company's named executive officers"
Annual Meeting of Shareholders financial
"the Company held its 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.
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Understanding 8-K Material Events →
0001050441☐00010504412026-05-142026-05-14

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 14, 2026
EAGLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland0-2592352-2061461
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
7500 Old Georgetown Road, 15th Floor
Bethesda, Maryland 20814
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 986-1800
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 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueEGBNThe Nasdaq Stock Market LLC
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 14, 2026, the Company held its Annual Meeting of Shareholders (the "Annual Meeting") for the purpose of:
1.electing eleven (11) directors to serve until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified;
2.ratifying the appointment of Crowe LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2026; and
3.approving a non-binding, advisory resolution approving the compensation of the Company's named executive officers.
At the Annual Meeting, the Company's shareholders elected eleven individuals to the Board of Directors and approved Proposals 2, and 3.
(1)The name of each director elected at the meeting, and the votes cast for and against such persons, votes withheld and broker non-votes are set forth below:
NameForWithholdBroker Non-Votes
Matthew D. Brockwell20,309,113415,3123,258,360
Steven J. Freidkin20,384,919339,5093,258,357
Theresa G. LaPlaca20,075,141649,2873,258,357
A. Leslie Ludwig19,543,3611,181,0673,258,357
Louis P. "Pete" Mathews Jr.18,556,6852,167,7423,258,358
Trevor Montano20,543,576180,8523,258,357
Kristen J. Pederson20,088,299636,1303,258,356
Susan G. Riel19,546,6781,177,7503,258,357
James A. Soltesz19,185,3911,539,0353,258,359
Benjamin M. Soto19,119,8801,604,5483,258,357
Theodore A. Wilm20,209,138515,2913,258,356

(2)The number of votes cast for, against, withheld and broker non-votes cast on the ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ended December 31, 2026 is as set forth below:
ForAgainstAbstainBroker Non-Votes
23,880,92878,27023,857—

(3)The number of votes cast for, against, withheld and broker non-votes cast on the non-binding, advisory resolution approving the compensation of the Company's named executive officers is as set forth below:
ForAgainstAbstainBroker Non-Votes
18,673,6991,928,012122,7133,258,361


Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
 EAGLE BANCORP, INC.
   
  
Date: May 15, 2026By:/s/ Eric R. Newell
  Eric R. Newell
  Senior Executive Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Eagle Bancorp (EGBN) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing eleven directors, ratifying Crowe LLP as independent auditor for 2026, and approving a non-binding advisory resolution on executive compensation. All three proposals received shareholder approval based on the reported vote totals.

Were Eagle Bancorp (EGBN) directors re-elected at the May 14, 2026 meeting?

Yes. Eleven individuals, including Matthew D. Brockwell and Susan G. Riel, were elected to Eagle Bancorp’s board to serve until the 2027 annual meeting or until their successors are elected and qualified, based on majority support in the director election vote results.

Which audit firm did Eagle Bancorp (EGBN) shareholders ratify for 2026?

Shareholders ratified Crowe LLP as Eagle Bancorp’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 23,880,928 votes for, 78,270 against and 23,857 abstentions, with no broker non-votes reported on this proposal.

How did Eagle Bancorp (EGBN) shareholders vote on executive compensation?

Shareholders approved a non-binding advisory resolution on compensation for named executive officers. The resolution received 18,673,699 votes for, 1,928,012 against and 122,713 abstentions, with 3,258,361 broker non-votes, indicating overall support for the executive pay package structure.

How strong was support for Eagle Bancorp (EGBN) director nominees?

Support levels varied by nominee but all eleven directors received more votes for than withheld. For example, Trevor Montano received 20,543,576 votes for and 180,852 withheld, while other nominees such as Louis P. “Pete” Mathews Jr. also achieved a clear majority of votes cast.

Filing Exhibits & Attachments

3 documents

Other Documents