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Embassy Bancorp (EMYB) investors reelect directors, ratify Baker Tilly for 2026

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

Rhea-AI Filing Summary

Embassy Bancorp, Inc. reported the results of its 2026 annual shareholder meeting held on June 17, 2026. Shareholders elected two Class 1 directors, Frank “Chip” Banko, III and Geoffrey F. Boyer, to new three-year terms, with an average of 93.00% of votes cast in favor of each nominee. Banko received 4,749,390 votes for and 318,764 withheld, while Boyer received 4,677,541 votes for and 390,614 withheld, with 485,817 broker non-votes on each. Shareholders also ratified the appointment of Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2026, with 5,537,263 votes for, 1,651 against, 15,058 abstentions, and 99.70% of votes cast in favor.

Positive

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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.
Average support for director nominees 93.00% of votes cast Election of two Class 1 directors at 2026 annual meeting
Votes for Frank “Chip” Banko, III 4,749,390 for; 318,764 withheld Class 1 director election, broker non-votes 485,817
Votes for Geoffrey F. Boyer 4,677,541 for; 390,614 withheld Class 1 director election, broker non-votes 485,817
Support for auditor ratification 99.70% of votes cast for Ratification of Baker Tilly US, LLP for 2026
Auditor ratification vote totals 5,537,263 for; 1,651 against; 15,058 abstain Baker Tilly US, LLP as independent registered public accounting firm
broker non-votes financial
"The number of votes cast for or withheld, as well as the number of broker non-votes, for each of the nominees"
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
"to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the 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.
proxy solicitation materials regulatory
"together with proxy solicitation materials prepared in accordance with Section 14(a) of the Securities Exchange Act of 1934"
Emerging growth company regulatory
"Securities registered pursuant to Section 12(b) of the Act: None. 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.
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Understanding 8-K Material Events →
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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 17, 2026

EMBASSY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

000-53528

26-3339011

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

100 Gateway Drive, Suite 100

Bethlehem, PA

18017

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (610) 882-8800

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:

¨ 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: None.

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 Vote of Security Holders.

The 2026 annual meeting of the shareholders of Embassy Bancorp, Inc. (the “Company”) was held on June 17, 2026.  Notice of the meeting was mailed to shareholders of record on or about May 8, 2026, together with proxy solicitation materials prepared in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

The annual meeting was held (a) to elect two (2) Class 1 Directors to serve for a 3-year term and until their successors are elected and qualified; and (b) to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

1.Election of Directors

There was no solicitation in opposition to the nominees of the Board of Directors for election to the Board of Directors and all such nominees were elected. The number of votes cast for or withheld, as well as the number of broker non-votes, for each of the nominees for election to the Board of Directors as Class 1 Directors, was as follows:

An average of 93.00% of the votes cast were voted FOR each of the two nominees for election to the Company’s Board of Directors.

Nominee

For

Withheld

Broker Non-votes

Frank “Chip” Banko, III

4,749,390

318,764

485,817

Geoffrey F. Boyer

4,677,541

390,614

485,817

Mr. Banko III and Mr. Boyer were elected.

2.Ratification of the Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved by a majority of the votes cast on the matter. The number of votes cast for and against, as well as the number of abstentions and broker non-votes on this proposal, was as follows:

99.70% of the votes cast were voted FOR the ratification the appointment of Baker Tilly US, LLP, as the independent registered public accounting firm for the Company.

For

Against

Abstain

5,537,263

1,651

15,058

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.

Embassy Bancorp, Inc.

Date: June 18, 2026

By:

/s/ Jeffrey C. Skumin

Name:

Jeffrey C. Skumin

Title:

Executive Vice President,

Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Embassy Bancorp (EMYB) shareholders vote on at the 2026 annual meeting?

Shareholders voted to elect two Class 1 directors and to ratify Baker Tilly US, LLP as the independent registered public accounting firm for the year ending December 31, 2026. Both proposals received strong majority support based on the votes cast.

Which directors were elected at the Embassy Bancorp (EMYB) 2026 annual meeting?

Frank “Chip” Banko, III and Geoffrey F. Boyer were elected as Class 1 directors to serve three-year terms. Each received strong support, with an average of 93.00% of votes cast in favor, and both will continue serving until their successors are elected and qualified.

How strong was shareholder support for Embassy Bancorp (EMYB) director nominees?

Support was high, with an average of 93.00% of votes cast in favor of each nominee. Frank “Chip” Banko, III received 4,749,390 votes for and 318,764 withheld, while Geoffrey F. Boyer received 4,677,541 votes for and 390,614 withheld, plus broker non-votes on each.

Did Embassy Bancorp (EMYB) shareholders ratify the company’s independent auditor for 2026?

Yes. Shareholders ratified Baker Tilly US, LLP as the independent registered public accounting firm for the year ending December 31, 2026. The vote was overwhelmingly favorable, with 5,537,263 votes for, 1,651 against, 15,058 abstentions, and 99.70% of votes cast supporting ratification.

What were the detailed vote results for Embassy Bancorp (EMYB) auditor ratification?

For the auditor ratification, 5,537,263 votes were cast for, 1,651 against, and 15,058 abstained, with 99.70% of votes cast supporting Baker Tilly US, LLP. These results confirm broad shareholder approval of the firm as the company’s independent registered public accounting firm for 2026.

When was the Embassy Bancorp (EMYB) 2026 annual shareholder meeting held?

The 2026 annual shareholder meeting was held on June 17, 2026. Notice and proxy materials were mailed to shareholders of record on or about May 8, 2026, in accordance with Section 14(a) of the Securities Exchange Act of 1934 and related regulations.

Filing Exhibits & Attachments

3 documents

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