GBank Financial (GBFH) investors back directors, auditor and 2026 incentive plan

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

GBank Financial Holdings Inc. held its 2026 annual meeting of stockholders, where shareholders elected three Class I directors, ratified the independent auditor, and approved a new incentive compensation plan. The meeting had a quorum, with 10,368,065 of 14,237,844 eligible common shares represented.

Class I directors A. Lee Finley, Charles W. Griege, Jr., and William J. Hornbuckle were elected to serve until the 2029 annual meeting, each receiving substantially more votes "for" than "withheld." Stockholders also strongly supported the ratification of RSM US LLP as independent registered public accounting firm for the year ending December 31, 2026, with 10,314,581 votes for and 53,484 against.

In addition, stockholders approved the adoption of the 2026 Incentive Compensation Plan, with 7,239,230 votes for, 721,211 against, 68,847 abstentions, and 2,338,777 broker non-votes. These outcomes confirm board composition, auditor selection for 2026, and the company’s equity-based compensation framework.

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: 14,237,844 shares Shares represented at meeting: 10,368,065 shares Votes for RSM US LLP: 10,314,581 votes +5 more

8 metrics

Shares outstanding 14,237,844 shares Voting common stock outstanding and entitled to vote as of March 16, 2026

Shares represented at meeting 10,368,065 shares Common stock represented by remote communication or proxy at 2026 annual meeting

Votes for RSM US LLP 10,314,581 votes Votes for ratifying RSM US LLP as independent auditor for year ending December 31, 2026

Votes for 2026 Incentive Plan 7,239,230 votes Votes for approving the 2026 Incentive Compensation Plan

Votes against 2026 Incentive Plan 721,211 votes Votes against the 2026 Incentive Compensation Plan

Broker non-votes on Plan 2,338,777 votes Broker non-votes recorded on the 2026 Incentive Compensation Plan proposal

Votes for A. Lee Finley 7,712,048 votes Votes for Class I director nominee A. Lee Finley

Votes for Charles W. Griege, Jr. 7,319,602 votes Votes for Class I director nominee Charles W. Griege, Jr.

Key Terms

broker non-votes, independent registered public accounting firm, 2026 Incentive Compensation Plan, emerging growth company, +1 more

5 terms

broker non-votes financial

"A. Lee Finley | 7,712,048 | 317,240 | 2,338,777"

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 RSM US LLP as the 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.

2026 Incentive Compensation Plan financial

"Proposal 3 - To approve the adoption of the 2026 Incentive Compensation Plan."

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.

definitive proxy statement on Schedule 14A regulatory

"described in more detail in the Company’s definitive proxy statement on Schedule 14A"

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/05/2026 - 05:20 PM

FAQ

What did GBank Financial (GBFH) shareholders vote on at the 2026 annual meeting?

Shareholders voted to elect three Class I directors, ratify RSM US LLP as the independent registered public accounting firm for 2026, and approve the 2026 Incentive Compensation Plan, setting board composition, auditor choice, and a key compensation program.

How many GBank Financial (GBFH) shares were represented at the 2026 annual meeting?

A total of 10,368,065 shares of common stock were represented at the meeting out of 14,237,844 shares outstanding and entitled to vote. This level of participation constituted a quorum, allowing the company to conduct official business.

Were GBank Financial’s Class I director nominees approved by shareholders?

Yes. Each Class I director nominee received more votes for than withheld. For example, A. Lee Finley received 7,712,048 votes for and 317,240 withheld, confirming their election to serve until the 2029 annual meeting, subject to earlier resignation or removal.

Did GBank Financial (GBFH) shareholders ratify RSM US LLP as auditor for 2026?

Yes. Stockholders ratified RSM US LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 10,314,581 votes for, 53,484 votes against, and no abstentions or broker non-votes reported on this proposal.

Was the GBank Financial 2026 Incentive Compensation Plan approved?

Yes. The 2026 Incentive Compensation Plan was approved with 7,239,230 votes for, 721,211 against, 68,847 abstentions, and 2,338,777 broker non-votes. Approval authorizes the company’s new incentive compensation framework described in its definitive proxy statement.

What constitutes broker non-votes in GBank Financial’s 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals, typically because the broker lacked discretionary authority. For the 2026 meeting, 2,338,777 broker non-votes were recorded on director elections and the 2026 Incentive Compensation Plan.

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 01, 2026

    

GBank Financial Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)


Nevada	001-42621	82-3869786
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9115 West Russell Road Suite 110
Las Vegas, Nevada		89148
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (702) 851-4200

    

(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 $0.0001 per share	GBFH	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.

GBank Financial Holdings Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders virtually on May 1, 2026 (the “Annual Meeting”). There were 14,237,844 shares of the Company’s voting common stock outstanding and entitled to receive notice of and to vote at the Annual Meeting at the close of business on March 16, 2026, the record date for the Annual Meeting. Of that number, 10,368,065 shares of the Company’s common stock were represented by means of remote communication or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting. The Company’s stockholders voted on and approved the following three proposals at the Annual Meeting, which are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed by the Company with the U.S. Securities and Exchange Commission on March 31, 2026.

Proposal 1 – To elect three (3) Class I directors to serve on our Board of Directors until our 2029 annual meeting of stockholders and until their respective successor or successors are duly elected and qualified, or until their earlier resignation or removal from office.


Name of Class I Nominee	For	Withhold	Broker Non-Votes
A. Lee Finley	7,712,048	317,240	2,338,777
Charles W. Griege, Jr.	7,319,602	709,686	2,338,777
William J. Hornbuckle	7,533,103	496,185	2,338,777

Proposal 2 – To ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026. Final voting results were as follows:


For	Against	Abstain	Broker Non-Votes
10,314,581	53,484	0	0

Proposal 3 - To approve the adoption of the 2026 Incentive Compensation Plan. Final voting results were as follows:


For	Against	Abstain	Broker Non-Votes
7,239,230	721,211	68,847	2,338,777

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

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.


			GBANK FINANCIAL HOLDINGS INC.

Date:	May 5, 2026	By:	/s/ Edward M. Nigro
			Edward M. Nigro Executive Chairman and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document