Strong turnout as Five Star Bancorp (FSBC) elects directors and ratifies 2026 auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Five Star Bancorp reported the results of its Annual Meeting of Shareholders held on May 21, 2026. A total of 19,281,004 shares, or 90.20% of shares outstanding, were represented, indicating strong shareholder participation.
Shareholders elected all 10 director nominees to one-year terms ending at the 2027 Annual Meeting. Support for each nominee was high, with votes "for" generally around 16.7–17.0 million and broker non-votes of 2,229,444.
Shareholders also ratified the selection of Baker Tilly US LLP as Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026, with 19,264,155 votes for, 10,183 against, and 6,666 abstentions. No other matters were submitted for action.
Positive
- None.
Negative
- None.
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 represented: 19,281,004 shares
Participation rate: 90.20%
Votes for Baker Tilly: 19,264,155 votes
+4 more
7 metrics
Shares represented
19,281,004 shares
Represented or voted at Annual Meeting; 90.20% of total shares outstanding
Participation rate
90.20%
Percentage of total shares outstanding represented at Annual Meeting
Votes for Baker Tilly
19,264,155 votes
For ratification of Baker Tilly US LLP as auditor for fiscal 2026
Votes against Baker Tilly
10,183 votes
Against ratification of Baker Tilly US LLP for fiscal 2026
Abstentions on auditor
6,666 votes
Abstain on ratification of Baker Tilly US LLP for fiscal 2026
Example director support
17,027,202 votes for
Votes for nominee James E. Beckwith in director election
Broker non-votes per director
2,229,444
Reported broker non-votes for each director nominee
Key Terms
Broker Non-Votes, Independent Registered Public Accounting Firm, Annual Meeting of Shareholders, Proxy Statement, +1 more
5 terms
Broker Non-Votes financial
"Nominee | 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.
Independent Registered Public Accounting Firm financial
"Baker Tilly US 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.
Proxy Statement financial
"10 director nominees named in the Company’s 2026 Proxy Statement"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
emerging growth company regulatory
"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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 21, 2026
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
(916 ) 626-5000
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 (see General Instruction A.2. below):
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
Pre-commencement communication 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 | ||||||
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 by Security Holders
On May 21, 2026, the Company held its Annual Meeting; 19,281,004 shares were represented by proxies or voted at the Annual Meeting, or 90.20% of the total shares outstanding. At the Annual Meeting, shareholders elected all of the 10 director nominees named in the Company’s 2026 Proxy Statement for a one-year term until the 2027 Annual Meeting of Shareholders and to serve until his or her successor is elected and qualified; and ratified the appointment of Baker Tilly US LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026. Final voting results from the Annual Meeting are as follows:
Item 1 – Election of Directors
Nominee | For | Withheld | Broker Non-Votes | ||||||||
Robert T. Perry Smith | 16,928,021 | 123,539 | 2,229,444 | ||||||||
Randall E. Reynoso | 16,948,374 | 103,186 | 2,229,444 | ||||||||
Larry E. Allbaugh | 16,710,654 | 340,906 | 2,229,444 | ||||||||
James E. Beckwith | 17,027,202 | 24,358 | 2,229,444 | ||||||||
Shannon Deary-Bell | 17,015,121 | 36,439 | 2,229,444 | ||||||||
Warren P. Kashiwagi | 16,948,319 | 103,241 | 2,229,444 | ||||||||
Donna L. Lucas | 17,018,927 | 32,633 | 2,229,444 | ||||||||
David F. Nickum | 17,025,411 | 26,149 | 2,229,444 | ||||||||
Kevin F. Ramos | 17,019,380 | 32,180 | 2,229,444 | ||||||||
Judson T. Riggs | 16,801,133 | 250,427 | 2,229,444 | ||||||||
Item 2 – Ratification of Selection of Baker Tilly US LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
19,264,155 | 10,183 | 6,666 | 0 | |||||||||||||||||
No other matters were submitted for shareholder action.
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.
FIVE STAR BANCORP | ||||||||
By: | /s/ Heather C. Luck | |||||||
Name: Heather C. Luck | ||||||||
Title: Executive Vice President and Chief Financial Officer | ||||||||
Date: May 28, 2026 | ||||||||
FAQ
Were all Five Star Bancorp (FSBC) director nominees elected in 2026?
Yes, all 10 director nominees listed in the 2026 Proxy Statement were elected. Each nominee received roughly 16.7–17.0 million votes for, with relatively small withheld votes and 2,229,444 broker non-votes reported for each director.
Who is Five Star Bancorp’s (FSBC) independent auditor for fiscal year 2026?
Baker Tilly US LLP was ratified as Five Star Bancorp’s Independent Registered Public Accounting Firm for fiscal year 2026. The ratification received 19,264,155 votes for, 10,183 against, and 6,666 abstentions, with no broker non-votes recorded on this proposal.
Were any other proposals considered at the Five Star Bancorp (FSBC) 2026 Annual Meeting?
No, only director elections and auditor ratification were considered. The company reported that no other matters were submitted for shareholder action at the Annual Meeting held on May 21, 2026.