Esquire Financial (NASDAQ: ESQ) posts 2026 annual meeting vote results

Rhea-AI Filing Summary

Esquire Financial Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 28, 2026, where all proposals were approved. Of 8,637,034 shares outstanding and entitled to vote, 7,625,348 shares were represented in person or by proxy, indicating a strong quorum.

Stockholders elected Raymond Kelly, Robert J. Mitzman and Kevin C. Waterhouse to three-year terms and Todd Deutsch to a two-year term, with each nominee receiving substantially more votes "for" than "withheld." Proposals 2 and 3 also passed by wide margins, with more than 6 million shares voting in favor of each.

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 outstanding entitled to vote: 8,637,034 shares Shares present at meeting: 7,625,348 shares Votes for Raymond Kelly: 6,165,991 votes +5 more

8 metrics

Shares outstanding entitled to vote 8,637,034 shares Common stock outstanding and entitled to vote at the meeting

Shares present at meeting 7,625,348 shares Shares represented in person or by proxy at the annual meeting

Votes for Raymond Kelly 6,165,991 votes Election to a three-year board term

Votes for Robert J. Mitzman 4,873,358 votes Election to a three-year board term

Votes for Kevin C. Waterhouse 5,879,631 votes Election to a three-year board term

Votes for Todd Deutsch 5,968,414 votes Election to a two-year board term

Proposal 2 votes for 7,472,223 votes Approval of Proposal 2 at the annual meeting

Proposal 3 votes for 6,055,238 votes Approval of Proposal 3 at the annual meeting

Key Terms

Broker Non-Votes, Emerging growth company, Definitive Proxy Statement, Annual Meeting of Stockholders, +1 more

5 terms

Broker Non-Votes financial

"For a three-year term | | For | | Withheld | | | Broker Non-Votes"

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.

Definitive Proxy Statement regulatory

"the proposals are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Annual Meeting of Stockholders financial

"The Annual Meeting of Stockholders of Esquire Financial Holdings, Inc. was held on May 28, 2026."

Submission of Matters to a Vote of Securities Holders regulatory

"Item 5.07 Submission of Matters to a Vote of Securities Holders"

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):  May 28, 2026

Esquire Financial Holdings, Inc.

(Exact name of the registrant as specified in its charter)

Maryland	001-38131	27-5107901
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

100 Jericho Quadrangle, Suite 100
Jericho, New York		11753
(Address of principal executive offices)		(Zip Code)

(516) 535-2002

(Registrant’s telephone number)

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-4c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		ESQ		NASDAQ

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 ☐

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 Securities Holders

The Annual Meeting of Stockholders of Esquire Financial Holdings, Inc. (the “Company”) was held on May 28, 2026.  The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting.  Of the 8,637,034 shares outstanding and entitled to vote, 7,625,348 shares were present at the meeting in person or by proxy.  The stockholders elected all of the nominees listed in Proposal 1, and approved Proposals 2 and 3. The final results of the stockholders’ vote are as follows:

1. Election of directors:

For a three-year term		For		Withheld			Broker Non-Votes
Raymond Kelly		6,165,991		64,040			1,395,317
Robert J. Mitzman		4,873,358		1,356,673			1,395,317
Kevin C. Waterhouse		5,879,631		350,400			1,395,317

For a two-year term		For		Withheld			Broker Non-Votes
Todd Deutsch		5,968,414		261,617			1,395,317

2. The approval of the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

For		Against		Abstain		Broker Non-votes
7,472,223		17,282		135,843		—

3. The approval of an advisory vote on executive compensation (“Say-on-Pay”):

For		Against		Abstain		Broker Non-votes
6,055,238		164,334		10,459		1,395,317

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.

		ESQUIRE FINANCIAL HOLDINGS, INC.
Dated:  May 28, 2026	By:	/s/ Andrew C. Sagliocca
		Andrew C. Sagliocca
		Vice Chairman, Chief Executive Officer and President

FAQ

What did Esquire Financial (ESQ) stockholders vote on at the 2026 annual meeting?

Stockholders voted on director elections and two additional proposals. All director nominees were elected, and Proposals 2 and 3 were approved, as described in the Definitive Proxy Statement for the meeting, reflecting broad support for the company’s agenda.

How many Esquire Financial (ESQ) shares were represented at the 2026 annual meeting?

A total of 7,625,348 shares were present in person or by proxy. These shares were out of 8,637,034 shares outstanding and entitled to vote, providing a strong quorum for conducting official corporate business and approving the meeting’s proposals.

Were all Esquire Financial (ESQ) director nominees elected in 2026?

Yes. Raymond Kelly, Robert J. Mitzman, Kevin C. Waterhouse and Todd Deutsch were all elected. Each nominee received significantly more votes "for" than "withheld," confirming continued stockholder support for the company’s current board composition and leadership.

How strong was support for Esquire Financial’s Proposal 2 at the 2026 meeting?

Proposal 2 received 7,472,223 votes "for," 17,282 "against" and 135,843 abstentions. There were no broker non-votes reported on this item, indicating very strong approval among voting stockholders for the proposal outlined in the proxy materials.

What were the voting results for Esquire Financial’s Proposal 3 in 2026?

Proposal 3 received 6,055,238 votes "for," 164,334 "against" and 10,459 abstentions. There were 1,395,317 broker non-votes, yet the substantial majority of votes cast supported approval of this proposal presented to stockholders at the annual meeting.

Did Esquire Financial (ESQ) achieve a quorum for its 2026 stockholder meeting?

Yes. With 7,625,348 shares present out of 8,637,034 outstanding and entitled to vote, the company achieved a quorum. This allowed the meeting to proceed validly and the stockholder votes on all listed proposals to be counted.

Filing Exhibits & Attachments

3 documents

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