STOCK TITAN
  1. Home
  2. Sec-filings
  3. ISBA
  4. [8-K] ISABELLA BANK CORP Reports Material Event

Isabella Bank (ISBA) investors approve directors, pay and 2025 ESPP

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

Rhea-AI Filing Summary

Isabella Bank Corporation reported the results of its 2026 Annual Meeting of Shareholders held on May 5, 2026. Shareholders elected all nominated directors, including one director to serve until the 2027 meeting and four directors to serve until the 2029 meeting.

Shareholders also approved, on an advisory non-binding basis, the compensation of the named executive officers and approved the Isabella Bank Corporation 2025 Employee Stock Purchase Plan. In addition, shareholders ratified the appointment of Plante & Moran, PLLC as the independent registered public accounting firm for the year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
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.
Votes for Brian B. Tessin 3,320,363 votes Election as director until 2027 Annual Meeting
Votes for David B. Behen 3,345,576 votes Election as director until 2029 Annual Meeting
Say-on-pay support 3,170,901 votes for Advisory vote on executive compensation
ESPP approval votes 3,227,845 votes for 2025 Employee Stock Purchase Plan approval
Auditor ratification votes 4,070,547 votes for Ratification of Plante & Moran, PLLC for 2026
Broker non-votes on proposals 2 and 3 759,229 broker non-votes Executive pay and ESPP proposals
Annual Meeting of Shareholders regulatory
"On May 5, 2026, Isabella Bank Corporation ... held its 2026 Annual Meeting of Shareholders."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
advisory (non-binding) vote on executive compensation financial
"Proposal 2 - Advisory (Non-Binding) Vote on Executive Compensation"
Employee Stock Purchase Plan financial
"Proposal 3 - Approval of the Isabella Bank Corporation 2025 Employee Stock Purchase Plan"
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.
independent registered public accounting firm regulatory
"ratified the appointment of Plante & Moran, PLLC 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.
Understanding 8-K Material Events →
0000842517false00008425172026-05-052026-05-05

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 5, 2026
ISABELLA BANK CORPORATION
(Exact name of registrant as specified in its charter)
 
Michigan000-18415 38-2830092
(State or other jurisdiction
of incorporation)		(Commission
File Number)		 (IRS Employer
Identification No.)
401 North Main StreetMt. PleasantMichigan 48858-1649
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (989) 772-9471
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-l2)
☐Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange on which registered
Common stock, no par value per shareISBA
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.
    On May 5, 2026, Isabella Bank Corporation (the "Company") held its 2026 Annual Meeting of Shareholders. The matters listed below were submitted to a vote of the Company’s shareholders through the solicitation of proxies, and the proposals are described in the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 23, 2026. The certified voting results for each of the proposals are as follows:
Proposal 1 - Election of Directors
The following individual was elected to serve as a director of the Company to hold office until the 2027 Annual Meeting of Shareholders or until his successor has been duly elected and qualified or until his earlier death, resignation, or removal from office.
NomineeForWithholdBroker  
Non-Votes
Brian B. Tessin3,320,363 66,622 759,229 
The following individuals were elected to serve as directors of the Company to hold office until the 2029 Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified or until their earlier death, resignation, or removal from office.
NomineeForWithholdBroker  
Non-Votes
Dr. Jeffrey J. Barnes3,303,689 83,296 759,229 
David B. Behen3,345,576 41,409 759,229 
Melinda M. Coffin3,312,891 74,094 759,229 
Vicki L. Rupp3,328,378 58,607 759,229 
Proposal 2 - Advisory (Non-Binding) Vote on Executive Compensation
    The Company’s shareholders voted to approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers.
ForAgainstAbstainBroker Non-Votes
3,170,901 102,232 113,852 759,229 
Proposal 3 - Approval of the Isabella Bank Corporation 2025 Employee Stock Purchase Plan
    The Company’s shareholders voted to approve the Isabella Bank Corporation 2025 Employee Stock Purchase Plan.
ForAgainstAbstainBroker Non-Votes
3,227,845 47,669 111,471 759,229 
Proposal 4 - Ratify the Appointment of Plante & Moran, PLLC
    The Company’s shareholders ratified the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for the year ending December 31, 2026.
ForAgainstAbstain
4,070,547 39,773 35,894 
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.
 ISABELLA BANK CORPORATION
Dated: May 7, 2026 By:/s/ Gerald J. Ritzert
 Gerald J. Ritzert, Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Isabella Bank (ISBA) shareholders decide at the 2026 annual meeting?

Shareholders elected all nominated directors, approved executive compensation on an advisory basis, approved the 2025 Employee Stock Purchase Plan, and ratified Plante & Moran, PLLC as independent auditors for the year ending December 31, 2026, based on the disclosed voting results.

Which directors were elected at Isabella Bank Corporation’s 2026 annual meeting?

Shareholders elected Brian B. Tessin to serve until the 2027 Annual Meeting, and Dr. Jeffrey J. Barnes, David B. Behen, Melinda M. Coffin, and Vicki L. Rupp to serve until the 2029 Annual Meeting, each subject to earlier death, resignation, or removal and successor qualification.

How did Isabella Bank (ISBA) shareholders vote on executive compensation?

Shareholders approved the compensation of the company’s named executive officers on an advisory, non-binding basis, with 3,170,901 votes for, 102,232 against, 113,852 abstentions, and 759,229 broker non-votes, as reported in the voting results table.

Was the Isabella Bank 2025 Employee Stock Purchase Plan approved?

Yes. Shareholders approved the Isabella Bank Corporation 2025 Employee Stock Purchase Plan with 3,227,845 votes for, 47,669 against, 111,471 abstentions, and 759,229 broker non-votes, according to the disclosed results of Proposal 3 at the 2026 Annual Meeting.

Who is Isabella Bank Corporation’s auditor for the year ending December 31, 2026?

Shareholders ratified the appointment of Plante & Moran, PLLC as Isabella Bank Corporation’s independent registered public accounting firm for the year ending December 31, 2026, with 4,070,547 votes for, 39,773 against, and 35,894 abstentions on the ratification proposal.

What were the approximate vote totals for Isabella Bank’s director nominees?

For the director nominees, votes for ranged from 3,303,689 to 3,345,576, with withhold votes between 41,409 and 83,296, and 759,229 broker non-votes for each nominee, as detailed in the director election tables for Proposal 1.

Filing Exhibits & Attachments

3 documents

Other Documents