Shareholders back Investar (NASDAQ: ISTR) long-term incentive compensation plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Investar Holding Corporation reported results from its 2026 Annual Meeting, where shareholders approved a Second Amended and Restated 2017 Long-Term Incentive Compensation Plan. The plan is designed to align employees and directors with stockholders through equity-based awards.
The plan authorizes issuance of up to 1,800,000 shares of common stock, with annual limits of 100,000 shares per participant and 30,000 shares per non-employee director. It runs until May 19, 2036 unless ended earlier, and is administered by the board’s compensation committee.
Shareholders elected 13 directors, ratified BDO USA, P.C. as auditor for the 2026 fiscal year, approved executive compensation on an advisory basis, and chose to hold future say-on-pay votes annually. They also formally approved the updated long-term incentive plan.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Plan share authorization: 1,800,000 shares
Per-participant annual limit: 100,000 shares
Director annual limit: 30,000 shares
+5 more
8 metrics
Plan share authorization
1,800,000 shares
Maximum common shares issuable under long-term incentive plan
Per-participant annual limit
100,000 shares
Maximum shares per participant per year under plan
Director annual limit
30,000 shares
Maximum shares per non-employee director per year
Shares outstanding
13,744,225 shares
Common stock outstanding as of the record date
Shares represented
9,748,740 shares
Shares present or represented at 2026 Annual Meeting
Auditor ratification votes for
9,715,205 votes
Votes for BDO USA, P.C. as 2026 auditor
Plan approval votes for
5,740,224 votes
Votes for Second Amended and Restated 2017 Plan
Plan award end date
May 19, 2036
Last date on which awards may be granted
Key Terms
long-term incentive compensation plan, restricted stock units, broker non-votes, advisory basis, +1 more
5 terms
long-term incentive compensation plan financial
"approved the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan"
restricted stock units financial
"awards that may be granted under the Plan include ... restricted stock units, other stock-based awards"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
broker non-votes financial
"The shareholders’ voting results are set forth below. Nominee | For | Withhold | 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 basis financial
"Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers"
independent registered public accounting firm financial
"ratification of the Appointment of BDO USA, P.C. 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.
FAQ
What limits apply to annual equity awards under Investar’s incentive plan?
No participant may receive awards relating to more than 100,000 shares in any single year. Non-employee directors are further limited to awards relating to no more than 30,000 shares per year, capping the scale of individual equity grants under the plan.
When does Investar’s long-term incentive plan expire if not terminated early?
No awards may be granted under the plan after May 19, 2036. The board of directors can amend or discontinue the plan earlier, though certain changes require shareholder approval and cannot materially impair existing awards without the recipient’s consent.
What were Investar’s quorum and voting participation at the 2026 Annual Meeting?
Of 13,744,225 common shares outstanding as of the record date, 9,748,740 shares were represented at the meeting. This level of participation provided a sufficient quorum for shareholders to vote on director elections, auditor ratification, advisory pay items, and the long-term incentive plan.