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Hanmi Financial (NASDAQ: HAFC) director exits as ESPP wins approval

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hanmi Financial Corporation reported several governance updates. Director Gideon Yu resigned from the boards of the Corporation and Hanmi Bank effective May 22, 2026, after serving since 2021. The company states his resignation was not due to any disagreement over operations, policies, or practices.

Yu had been nominated for reelection at the 2026 Annual Meeting but, following his resignation, did not stand and any votes for his election were disregarded. At the May 27, 2026 Annual Meeting, stockholders elected ten director nominees, each receiving about 24.4–24.9 million votes “for” and 1,517,024 broker non-votes.

Stockholders also approved the 2026 Employee Stock Purchase Plan, with one proposal receiving 24,886,127 votes for, 12,400 against, 5,448 abstentions, and 1,517,024 broker non-votes. Additional management proposals were approved with strong support, and the ESPP was filed as Exhibit 10.1.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Resignation effective date May 22, 2026 Gideon Yu resignation from boards
Annual Meeting date May 27, 2026 2026 Annual Meeting of Stockholders
Votes for John J. Ahn 24,362,516 for Election as director, with 1,517,024 broker non-votes
Votes for Christine P. Ball 24,865,067 for Election as director, with 1,517,024 broker non-votes
ESPP proposal support 24,886,127 for Approval of 2026 Employee Stock Purchase Plan
ESPP proposal opposition 12,400 against Approval of 2026 Employee Stock Purchase Plan
Broker non-votes on ESPP 1,517,024 broker non-votes 2026 Employee Stock Purchase Plan vote
Employee Stock Purchase Plan financial
"the stockholders of the Corporation approved the Hanmi Financial Corporation 2026 Employee Stock Purchase Plan (the “ESPP”)"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Broker Non-Votes financial
"For | | Against | | Abstain | | Broker Non-Votes 24,534,573 | | 361,059 | | 8,343 | | 1,517,024"
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.
Nominating and Corporate Governance Committee financial
"was a member of the Nominating and Corporate Governance Committee and Risk, Compliance and Planning Committees"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
Risk, Compliance and Planning Committees financial
"was a member of the Nominating and Corporate Governance Committee and Risk, Compliance and Planning Committees"
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.
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Understanding 8-K Material Events →
false 0001109242 0001109242 2026-05-22 2026-05-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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 22, 2026

 

HANMI FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   000-30421   95-4788120

(State or Other Jurisdiction

of Incorporation)

   (Commission File No.)  

(I.R.S. Employer

Identification No.)

 

3660 Wilshire Boulevard, PH-a, Los Angeles, California   90010
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (213) 382-2200

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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, $0.001 par value   HAFC   Nasdaq Global Select Market

 

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-4(c))

 

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(b)               On May 22, 2026, Gideon Yu, a member of the Board of Directors of Hanmi Financial Corporation (the “Corporation”) and its subsidiary corporation, Hanmi Bank (the “Bank”), notified the Corporation of his resignation from the Boards of the Corporation and the Bank, effective immediately. Mr. Yu had served as a member of the Board since 2021 and was a member of the Nominating and Corporate Governance Committee and Risk, Compliance and Planning Committees at the time of his resignation. Mr. Yu’s resignation was not the result of any disagreement with the Corporation on any matter relating to the Corporation’s operations, policies or practices.

 

As previously disclosed in the Corporation’s definitive proxy statement for the Corporation’s 2026 Annual Meeting of Stockholders of the Corporation (the “Meeting”), which was filed with the Securities and Exchange Commission on April 15, 2026 (the “Proxy Statement”), Mr. Yu had been nominated for reelection as a director. In light of his resignation prior to the Annual Meeting, Mr. Yu did not stand for reelection and any votes relating to his election as a director were disregarded.

 

(e)             On May 27, 2026, the stockholders of the Corporation approved the Hanmi Financial Corporation 2026 Employee Stock Purchase Plan (the “ESPP”). A description of the material terms of the ESPP is contained in the Proxy Statement (under Proposal No. 3: Approval of the 2026 Employee Stock Purchase Plan) and incorporated herein by reference. A copy of the ESPP is being filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The Meeting was held on May 27, 2026. At the Meeting, the stockholders voted on the following items:

 

(1)               Ten board nominees to serve for terms expiring at the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified. The voting results are as follows:

 

Nominee   For   Against   Abstain   Broker Non-Votes
                 
John J. Ahn   24,362,516   535,680   5,779   1,517,024
                 
Chrstine P. Ball   24,865,067   35,504   3,404   1,517,024
                 
Christie K. Chu   24,488,628   410,124   5,223   1,517,024
                 
Harry H. Chung   24,792,986   105,209   5,780   1,517,024
                 
Bonita I. Lee   24,789,416   111,694   2,864   1,517,024
                 
Gloria J. Lee   24,802,878   98,862   2,235   1,517,024
                 
James A. Marasco   24,797,297   103,260   3,418   1,517,024
                 
Daniel J. Medici   24,865,539   35,017   3,419   1,517,024
                 
David L. Rosenblum   24,536,551   365,364   2,060   1,517,024
                 
Thomas J. Williams   24,864,575   36,796   2,604   1,517,024

 

 

 

 

(2)The advisory vote on executive compensation paid to the Corporation’s Named Executive Officers as described in the proxy statement for the Meeting. The voting results are as follows: 

 

For   Against   Abstain   Broker Non-Votes
24,534,573   361,059   8,343   1,517,024

 

(3)The approval of the Hanmi Financial Corporation 2026 Employee Stock Purchase Plan. The voting results are as follows: 

 

For   Against   Abstain   Broker Non-Votes
24,886,127   12,400   5,448   1,517,024

 

(4)The ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results are as follows:

 

For   Against   Abstain  
26,350,596   68,179   2,224  

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits
   
  10.1 Hanmi Financial Corporation 2026 Employee Stock Purchase Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 15, 2026 (File No. 000-30421))
     
  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.

 

 

 

   

HANMI FINANCIAL CORPORATION

 

 

DATE: May 27, 2026 By: /s/ Bonita I. Lee
    Bonita I. Lee
    President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Hanmi Financial (HAFC) disclose in this 8-K?

Hanmi Financial disclosed that director Gideon Yu resigned from the boards of Hanmi Financial Corporation and Hanmi Bank effective May 22, 2026. He had served since 2021 and was on several committees, and the company states his resignation did not involve any disagreement.

Did Gideon Yu’s resignation from Hanmi Financial (HAFC) involve any disagreement?

The company states Gideon Yu’s resignation was not due to any disagreement on operations, policies, or practices. He had been nominated for reelection at the 2026 Annual Meeting, but after resigning he did not stand for reelection and related votes were disregarded.

Which directors were elected at Hanmi Financial’s 2026 Annual Meeting?

Stockholders elected ten nominees, including John J. Ahn, Christine P. Ball, Christie K. Chu, Harry H. Chung, Bonita I. Lee, Gloria J. Lee, James A. Marasco, Daniel J. Medici, David L. Rosenblum, and Thomas J. Williams. Each received roughly 24.4–24.9 million votes in favor plus broker non-votes.

Was the Hanmi Financial (HAFC) 2026 Employee Stock Purchase Plan approved?

Yes. Stockholders approved the Hanmi Financial Corporation 2026 Employee Stock Purchase Plan at the May 27, 2026 Annual Meeting. One related proposal received 24,886,127 votes for, 12,400 against, 5,448 abstentions, and 1,517,024 broker non-votes, indicating strong shareholder support for the plan.

When was Hanmi Financial’s 2026 Annual Meeting of Stockholders held?

Hanmi Financial’s 2026 Annual Meeting of Stockholders was held on May 27, 2026. At this meeting, stockholders elected ten directors, approved the 2026 Employee Stock Purchase Plan, and voted on other management proposals, all as described in the company’s proxy statement and this report.

Where can investors find details of Hanmi Financial’s 2026 ESPP?

Details of the 2026 Employee Stock Purchase Plan are contained in Hanmi Financial’s 2026 proxy statement under Proposal No. 3. The plan itself is filed as Exhibit 10.1 to this report and is incorporated by reference from Appendix A of the proxy statement.

Filing Exhibits & Attachments

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