First Business (NASDAQ: FBIZ) logs strong 2026 vote support and CEO transition

Rhea-AI Filing Summary

First Business Financial Services, Inc. reported results from its April 24, 2026 Annual Meeting of Shareholders. Three Class I directors — Carla C. Chavarria, Jerry L. Kilcoyne, and Daniel P. Olszewski — were elected with more than 95% of votes cast in favor. An aggregate 6,628,094 shares, or 80% of the 8,325,376 shares outstanding as of February 18, 2026, were represented at the meeting.

Shareholders approved the 2026 Equity Incentive Plan with 5,572,057 votes for, and supported executive compensation in a non-binding advisory vote with 5,506,342 votes for. Crowe LLP was ratified as independent auditor for 2026 with 6,533,632 votes for, or 99% of votes cast. The materials also note director Ralph R. Kauten’s retirement and that Dave Seiler will become President and Chief Executive Officer effective May 3, 2026, succeeding Corey Chambas.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Key Figures

Shares outstanding: 8,325,376 shares Shares represented: 6,628,094 shares Equity Plan support: 5,572,057 votes for +3 more

6 metrics

Shares outstanding 8,325,376 shares Common stock outstanding as of record date February 18, 2026

Shares represented 6,628,094 shares Shares present or by proxy at April 24, 2026 Annual Meeting (80%)

Equity Plan support 5,572,057 votes for Approval of 2026 Equity Incentive Plan; 96% of votes cast in favor

Say-on-pay support 5,506,342 votes for Non-binding advisory vote on executive compensation; 95% in favor

Auditor ratification 6,533,632 votes for Ratification of Crowe LLP as 2026 auditor; 99% of votes cast in favor

Director vote example 5,696,854 votes for Election of director nominee Daniel P. Olszewski to the Board

Key Terms

Annual Meeting of Shareholders, 2026 Equity Incentive Plan, non-binding advisory vote, broker non-votes, +2 more

6 terms

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.

2026 Equity Incentive Plan financial

"a proposal to approve the First Business Financial Services, Inc. 2026 Equity Incentive Plan"

non-binding advisory vote financial

"approve in a non-binding advisory vote, the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes financial

"Votes For | Votes Against | Abstentions | 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.

independent registered public accounting firm financial

"Crowe 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.

Emerging growth company regulatory

"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.

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): April 24, 2026

First Business Financial Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

Wisconsin			001-34095	39-1576570
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
401 Charmany Drive
Madison, Wisconsin				53719
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 608 238-8008

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:

☐	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 Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		FBIZ		The 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 April 24, 2026, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect three Class I director nominees to hold office until the 2029 annual meeting of shareholders and until their successors are duly elected and qualified; (2) to act upon a proposal to approve the First Business Financial Services, Inc. 2026 Equity Incentive Plan; (3) approve in a non-binding advisory vote, the compensation of the Company’s named executive officers; and (4) ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Of the aggregate 8,325,376 shares of the Company’s common stock issued and outstanding as of the close of business on the record date, February 18, 2026, 6,628,094 shares or 80% were represented in person or by proxy at the Annual Meeting.

At the Annual Meeting, the Company’s shareholders voted as follows:

(1)Election of the below-named nominees to the Board:

Nominees	Votes For	Votes Withheld	Broker Non-Votes
Carla C. Chavarria	5,529,154	280,292	818,648
Jerry L. Kilcoyne	5,689,188	120,258	818,648
Daniel P. Olszewski	5,696,854	112,592	818,648

The nominees listed above were elected by a plurality to serve on the Board. Further, the nominees received in excess of 95% of the shares voted in favor of their election.

(2)To act upon a proposal to approve the First Business Financial Services, Inc. 2026 Equity Incentive Plan.

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,572,057	155,880	81,509	818,648

This matter was approved by shareholders with 96% of shares voted cast in favor of the proposal.

(3)Approval in a non-binding, advisory vote, of the compensation of the Company’s named executive officers.

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,506,342	130,245	172,858	818,648

This matter was approved by shareholders with 95% of shares voted cast in favor of the proposal.

(4)Ratification of the appointment of Crowe LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026.

Votes For	Votes Against	Abstentions	Broker Non-Votes
6,533,632	31,659	62,803	0

This matter was approved by shareholders with 99% of shares voted cast in favor of the proposal.

Item 9.01	Financial Statements and Exhibits.
(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits. The following exhibits are being furnished herewith:
	99.1 Slides from the 2026 Annual Meeting of Shareholders
	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.

April 29, 2026				FIRST BUSINESS FINANCIAL SERVICES, INC.
				By:		/s/ Brian D. Spielmann
				Name:		Brian D. Spielmann
				Title:		Chief Financial Officer

The meeting will begin promptly at 10:00 a.m. CDT on Friday, April 24, 2026 First Business Financial Services, Inc. 2026 Annual Meeting of Shareholders To submit questions and/or vote during the Annual Meeting, you will need your voter control number that is printed in the shaded bar located on your Notice of Annual Meeting of Shareholders or on your proxy card.

Welcome to the First Business Financial Services, Inc. 2026 Annual Meeting of Shareholders

Agenda Annual Shareholder Meeting Q&A Session Shareholders who entered the meeting using their control number may submit questions by clicking on the “Q&A” icon in the upper right corner of meeting center screen as seen in the example below, entering their question and clicking the “send button on the right to submit. Questions will be answered during the Q&A Session following the conclusion of the Annual Shareholder Meeting.

Rules of Conduct Guidelines for questions: Questions pertinent to Annual Meeting matters will be answered during the meeting, subject to time constraints. Questions that are similar may be grouped together and answered once. Questions should be directly related to the business of First Business Financial Services, Inc. and the matters properly brought before the meeting. Unrelated questions will not be answered. Questions pertinent to the meeting matters that cannot be answered during the meeting due to time constraints will be answered and posted on the Company’s Investor Relations website. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting. Unauthorized recording of the Annual Meeting is prohibited. A playback of the meeting will be posted on the Company’s Investor Relations website: https://ir.firstbusiness.bank/news-presentations/investor-presentations-reports/default.aspx

Proposals Election of Directors: Carla C. Chavarria Jerry L. Kilcoyne Daniel P. Olszewski Approve the First Business Financial Services, Inc. 2026 Equity Incentive Plan. Approve, on a non-binding advisory basis, the compensation the Company’s named executive officers. Ratify the appointment of Crowe, LLP as our independent registered public accounting firm for 2026.

Executive Officers Corey Chambas CEO, First Business Financial Services, Inc. Jodi Chandler Chief Human Resources Officer Niamh Kristufek President – Specialty Finance Dan Ovokaitys Chief Information Officer Brad Quade EVP & Chief Credit Officer Dave Seiler President and Chief Operating Officer Jim Hartlieb President and CEO, First Business Bank Laura Garcia Chief Risk Officer Brian Spielmann Chief Financial Officer

Director Retirement – April 24, 2026 Ralph R. Kauten As previously disclosed, Ralph R. Kauten will retire from the Company’s Board following the conclusion of the 2026 Annual Meeting of Shareholders. The Board wishes to express its gratitude for his dedicated service to the Board, the Company and our shareholders.  

Leadership Transition – May 3, 2026 As previously disclosed, Dave Seiler, President and Chief Operating Officer of First Business Financial Services, Inc. has been appointed President and Chief Executive Officer effective May 3, 2026, succeeding Corey Chambas who has served as Chief Executive Officer since 2006.

Preliminary Results Elected Directors: Carla C. Chavarria Jerry L. Kilcoyne Daniel P. Olszewski Approved the First Business Financial Services, Inc. 2026 Equity Plan Approved, on a non-binding advisory basis, the compensation for the Company’s named executive officers. Ratified the appointment of Crowe, LLP as our independent registered public accounting firm for 2026.

Board of Directors Laurie S. Benson Carla C. Chavarria Corey A. Chambas Jerry L. Kilcoyne Daniel P. Olszewski W. Kent Lorenz Jason R. Graham David R. Seiler* *Effective May 3, 2026

Shareholder Questions Shareholders who entered the meeting using their control number may submit questions electronically by clicking on the Q&A icon in the upper right corner of the meeting center screen, entering their question and clicking the “send” button on the right to submit.

Additional Information Investor Relations Website: https://ir.firstbusiness.bank/investor-relations/default.aspx Contact Us: https://firstbusiness.bank/contact-us/

Thank you for attending the First Business Financial Services, Inc. 2026 Annual Meeting of Shareholders

FAQ

What did FBIZ shareholders approve at the 2026 annual meeting?

Shareholders elected three directors, approved the 2026 Equity Incentive Plan, backed executive pay in a non-binding vote, and ratified Crowe LLP as independent auditor for 2026, all with strong majority support above 95% of votes cast.

How many First Business Financial Services (FBIZ) shares voted at the 2026 meeting?

A total of 6,628,094 shares were represented in person or by proxy, out of 8,325,376 shares outstanding as of February 18, 2026, meaning about 80% of eligible shares participated in the 2026 Annual Meeting.

How strongly was the FBIZ 2026 Equity Incentive Plan supported?

The 2026 Equity Incentive Plan received 5,572,057 votes for, 155,880 against, and 81,509 abstentions, with 818,648 broker non-votes. This translated into 96% of votes cast being in favor of the equity plan proposal.

What were the First Business Financial Services (FBIZ) say-on-pay results?

The non-binding advisory vote on named executive officer compensation had 5,506,342 votes for, 130,245 against, and 172,858 abstentions, with 818,648 broker non-votes. Overall, 95% of shares voted were cast in favor of the executive pay proposal.

Who will be the new CEO of First Business Financial Services (FBIZ)?

Effective May 3, 2026, Dave Seiler, currently President and Chief Operating Officer, will become President and Chief Executive Officer, succeeding Corey Chambas, who has served as CEO since 2006, as noted in the annual meeting materials.

Which audit firm did FBIZ shareholders ratify for 2026?

Shareholders ratified Crowe LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026, with 6,533,632 votes for, 31,659 against, and 62,803 abstentions, representing 99% support of votes cast.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 8.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.6 KB