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[8-K] FIRST CAPITAL INC Reports Material Event

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8-K

Rhea-AI Filing Summary

First Capital, Inc. reported results of its Annual Meeting of Shareholders held on May 18, 2026. Shareholders elected five directors to three-year terms. William W. Harrod received 1,370,035 votes for and 245,699 against, with 17,275 abstentions and 853,346 broker non-votes; the other four nominees received similar majority support.

Shareholders also ratified the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026, with 2,452,864 votes for, 11,634 against and 21,857 abstentions. In addition, they approved a non-binding advisory vote on executive compensation, which received 1,470,396 votes for, 120,764 against, 41,849 abstentions and 853,346 broker non-votes.

Positive

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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.
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 18, 2026

 

 

 

First Capital, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Indiana   0-25023   35-2056949
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

220 Federal Drive N.W., Corydon, Indiana 47112

(Address of Principal Executive Offices) (Zip Code)

 

(812) 738-2198

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   FCAP   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.

 

The Company held its Annual Meeting of Shareholders on May 18, 2026. Matters voted upon were: (1) election of five directors of one class of the Board to serve for three years and until the election and qualification of their successors; (2) ratification of the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026; and (3) approval of a non-binding advisory vote on Executive Compensation. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest round number. The final number of votes cast for or against, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below:

 

  1. Election of five members of one class of the Company’s Board to serve for three years and until the election and qualification of their successors:

 

Director Nominee  For  Against  Abstentions  Broker Non-Votes
William W. Harrod  1,370,035  245,699  17,275  853,346
Dana L. Huber  1,479,547  139,231  14,231  853,346
Lou Ann Moore  1,435,095  136,993  60,921  853,346
Robert C. Guilfoyle  1,392,233  177,186  63,590  853,346
Michael C. Frederick  1,447,394  167,784  17,831  853,346

 

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

 

For  Against  Abstentions  Broker Non-Votes
2,452,864  11,634  21,857  N/A

 

  3. A non-binding advisory vote on the resolution to approve executive compensation.

 

For  Against  Abstentions  Broker Non-Votes
1,470,396  120,764  41,849  853,346

 

 

 

 

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.

 

  FIRST CAPITAL, INC.
     
Date: May 22, 2026 By:  /s/ Joshua P. Stevens
    Name: Joshua P. Stevens
    Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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