Shareholders of Hanover Bancorp (NASDAQ: HNVR) approve 2026 Equity Incentive Plan

Rhea-AI Filing Summary

Hanover Bancorp, Inc. reported the results of its annual shareholder meeting held on May 28, 2026. Shareholders approved the Hanover Bancorp, Inc. 2026 Equity Incentive Plan, which will be used to grant stock-based awards to directors, executives, and employees under terms described in the April 23, 2026 proxy statement.

Shareholders also elected three directors. Michael Katz received 4,651,759 votes for and 174,675 withheld; John R. Sorrenti received 4,769,855 for and 56,579 withheld; and Philip Okun received 4,642,366 for and 184,068 withheld, with additional broker non-votes reported on the proposals.

8-K Event Classification

2 items: 5.02, 5.07

2 items

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.

Key Figures

Katz director votes for: 4,651,759 votes Katz director votes withheld: 174,675 votes Sorrenti director votes for: 4,769,855 votes +5 more

8 metrics

Katz director votes for 4,651,759 votes Election of Michael Katz as director at May 28, 2026 meeting

Katz director votes withheld 174,675 votes Election of Michael Katz as director

Sorrenti director votes for 4,769,855 votes Election of John R. Sorrenti as director

Sorrenti director votes withheld 56,579 votes Election of John R. Sorrenti as director

Okun director votes for 4,642,366 votes Election of Philip Okun as director

Okun director votes withheld 184,068 votes Election of Philip Okun as director

Broker non-votes on proposal 903,723 shares Broker non-votes reported on certain proposals

Proposal votes for (sample proposal) 5,725,927 votes Proposal with 5,725,927 for, 2,908 against, 1,322 abstain

Key Terms

2026 Equity Incentive Plan, definitive proxy statement, Schedule 14A, broker non-votes, +1 more

5 terms

2026 Equity Incentive Plan financial

"shareholders of Hanover Bancorp, Inc. approved the Hanover Bancorp, Inc. 2026 Equity Incentive Plan"

definitive proxy statement regulatory

"summarized on pages 25 through 31 of the Company’s definitive proxy statement on Schedule 14A"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Schedule 14A regulatory

"definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

broker non-votes financial

"There were 903,723 broker non-votes on the proposal."

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.

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 →

Hanover Bancorp, Inc. /MD0001828588false00018285882026-05-282026-05-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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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

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HANOVER BANCORP, INC.

(Exact name of registrant as specified in its charter)

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Maryland	001-41384	81-3324480
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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80 East Jericho Turnpike, Mineola, New York	11501
(Address of principal executive offices)	(Zip Code)

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Registrant’s telephone number, including area code: (516) 548-8500

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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:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading symbol	Name of each exchange on which registered
Common stock	HNVR	NASDAQ

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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 ☒

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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. ☐

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

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On May 28, 2026, the shareholders of Hanover Bancorp, Inc. (the “Company”) approved the Hanover Bancorp, Inc. 2026 Equity Incentive Plan (the “Plan”).  The material terms of the Plan are summarized on pages 25 through 31 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.  

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which was included as Appendix A to the Proxy Statement.

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

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The annual meeting of the shareholders of the Company was held on May 28, 2026.  The final results for each of the matters submitted to a vote of shareholders at the annual meeting are as follows:

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1. The following individuals were elected as directors, each for a three-year term, by the following vote:

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​	FOR	WITHHELD
Michael Katz	4,651,759	174,675
John R. Sorrenti	4,769,855	56,579
Philip Okun	4,642,366	184,068

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There were 903,723 broker non-votes on the proposal.

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2. The Hanover Bancorp, Inc. 2026 Equity Incentive Plan was approved by the shareholders by the following vote:

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FOR	AGAINST	ABSTAIN
4,755,228	27,522	43,684

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There were 903,723 broker non-votes on the proposal.

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3. The appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the shareholders by the following vote:

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FOR	AGAINST	ABSTAIN
5,725,927	2,908	1,322

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There were no broker non-votes on the proposal.

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SIGNATURE

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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.

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​	​	HANOVER BANCORP, INC.
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Date: June 1, 2026	​	By:	/s/ Lance P. Burke
​	​	​	Lance P. Burke
​	​	​	Senior Executive Vice President and Chief Financial Officer
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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 15.5 KB
• EX-101 EX-101.PRE 10.1 KB