Mechanics Bancorp (MCHB) reports 2026 shareholder meeting and vote outcomes

Rhea-AI Filing Summary

Mechanics Bancorp reported the results of its 2026 Annual Meeting of Shareholders held on May 28, 2026. As of the April 1, 2026 record date, there were 220,286,142 Class A shares and 1,114,448 Class B shares outstanding.

Shareholders elected eight director nominees, each by a majority of votes cast, for one-year terms ending at the 2027 Annual Meeting. They also approved, on an advisory and non-binding basis, the compensation of named executive officers and ratified Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026.

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

Class A shares outstanding: 220,286,142 shares Class B shares outstanding: 1,114,448 shares Say-on-pay votes for: 196,110,106 votes +5 more

8 metrics

Class A shares outstanding 220,286,142 shares Class A common stock outstanding as of April 1, 2026 record date

Class B shares outstanding 1,114,448 shares Class B common stock outstanding as of April 1, 2026 record date

Say-on-pay votes for 196,110,106 votes Votes in favor of advisory executive compensation approval

Say-on-pay votes against 330,525 votes Votes against advisory executive compensation approval

Auditor ratification votes for 199,406,289 votes Votes in favor of ratifying Crowe LLP for fiscal 2026

Auditor ratification votes against 54,009 votes Votes against ratifying Crowe LLP for fiscal 2026

Director nominee highest support 197,036,529 votes Votes for director nominee Douglas Downer

Director nominee lowest support 193,604,620 votes Votes for director nominee Carl B. Webb

Key Terms

Broker Non-Votes, advisory and non-binding, independent registered public accounting firm, record date, +1 more

5 terms

Broker Non-Votes financial

"Nominee | For | 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.

advisory and non-binding regulatory

"Approval, on an advisory and non-binding basis, of the compensation"

independent registered public accounting firm regulatory

"appointment of Crowe 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.

record date financial

"As of April 1, 2026, the record date for the 2026 Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

majority of the votes cast regulatory

"The vote required to approve this proposal was the affirmative vote of a majority of the votes cast"

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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 28, 2026

________________________________ 

MECHANICS BANCORP

________________________________ 

(Exact name of registrant as specified in its charter)

Washington

001-35424

91-0186600

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1111 Civic Drive, Walnut Creek, CA 94596

(Address of principal executive offices) (Zip Code)

(925) 482-8000

(Registrant’s telephone number, including area code) 

(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 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

Class A Common Stock, No Par Value

MCHB

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐			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 of Vote of Security Holders.

On May 28, 2026, Mechanics Bancorp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). As of April 1, 2026, the record date for the 2026 Annual Meeting, there were a total of 220,286,142 shares of Class A common stock and a total of 1,114,448 shares of Class B common stock outstanding. At the 2026 Annual Meeting, shareholders voted on the matters disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2026 (the “Proxy Statement”). The results of the items voted on at the 2026 Annual Meeting are as follows:

Proposal 1. Election of the eight director nominees:

The Company’s directors were each elected by a majority of the votes cast. Accordingly, the following eight director nominees were elected, each for a term of one year expiring at the Company’s 2027 Annual Meeting of Shareholders:

Nominee						For						Against						Abstentions						Broker Non-Votes
Carl B. Webb						193,604,620						3,540,075						5,441						2,638,329
E. Michael Downer						197,024,341						120,066						5,029						2,638,329
Patricia Cochran						196,726,712						417,859						5,565						2,638,329
Adrienne Y. Crowe						195,662,831						1,481,444						5,861						2,638,329
Douglas Downer						197,036,529						107,895						5,712						2,638,329
Nancy D. Pellegrino						196,888,040						257,085						5,011						2,638,329
Kenneth D. Russell						195,865,339						1,280,041						4,756						2,638,329
Jon R. Wilcox						196,937,400						205,432						7,304						2,638,329

Proposal 2. Approval, on an advisory and non-binding basis, of the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement:

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote:

For						Against						Abstentions						Broker Non-Votes
196,110,106						330,525						709,505						2,638,329

Proposal 3. Ratification, on an advisory and non-binding basis, of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote:

For

Against

Abstentions

Broker Non-Votes

199,406,289

54,009

328,167

N/A

2

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.

Date: June 1, 2026

			MECHANICS BANCORP
			By:						/s/ Nathan Duda
									Nathan Duda
									Executive Vice President and Chief Financial Officer

3

FAQ

What did Mechanics Bancorp shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing eight directors, approving executive compensation on an advisory basis, and ratifying Crowe LLP as the independent registered public accounting firm for 2026. Each proposal received the required majority of votes cast for approval.

How many Mechanics Bancorp shares were eligible to vote at the 2026 Annual Meeting?

As of the April 1, 2026 record date, 220,286,142 shares of Class A common stock and 1,114,448 shares of Class B common stock were outstanding. These outstanding shares determined which shareholders were entitled to vote at the 2026 Annual Meeting.

Were Mechanics Bancorp’s director nominees elected at the 2026 Annual Meeting?

Yes, all eight director nominees were elected by a majority of the votes cast. Each will serve a one-year term expiring at the 2027 Annual Meeting of Shareholders, reflecting shareholder support across the full board slate presented.

Did Mechanics Bancorp shareholders approve executive compensation in 2026?

Yes, shareholders approved the compensation of named executive officers on an advisory, non-binding basis. The proposal received 196,110,106 votes for, 330,525 against, and 709,505 abstentions, with 2,638,329 broker non-votes recorded in the final tally.

Which audit firm did Mechanics Bancorp shareholders ratify for fiscal 2026?

Shareholders ratified Crowe LLP as Mechanics Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 199,406,289 in favor, 54,009 against, and 328,167 abstentions, with no broker non-votes reported for this proposal.

Filing Exhibits & Attachments

3 documents

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