John Marshall Bancorp shareholders approve directors, auditor

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What did John Marshall Bancorp (JMSB) shareholders decide at the 2026 Annual Meeting?

Were all John Marshall Bancorp (JMSB) director nominees elected in 2026?

How did John Marshall Bancorp (JMSB) shareholders vote on the 2026 auditor ratification?

Who is the independent registered public accounting firm for John Marshall Bancorp (JMSB) for 2026?

When was the 2026 Annual Meeting of Shareholders for John Marshall Bancorp (JMSB) held?

Did John Marshall Bancorp (JMSB) report any broker non-votes on the auditor ratification proposal?

John Marshall Bancorp, Inc. reported results of its Annual Meeting of Shareholders held on June 16, 2026.

Accepted by SEC EDGAR 06/16/2026 - 04:10 PM EDT

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8-K

John Marshall Bancorp, Inc. reported results of its Annual Meeting of Shareholders held on June 16, 2026. Shareholders elected eight director nominees to serve until the 2027 Annual Meeting and until their successors are elected and qualified, with each nominee receiving more votes "For" than "Withhold."

Shareholders also ratified the appointment of Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 9,798,226 votes For, 205,906 Against, and 104,751 Abstain and no broker non-votes reported on this proposal.

2 items: 5.07, 9.01

2 items

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, or exhibit attachments filed with this report.

Auditor ratification For votes: 9,798,226 votes Auditor ratification Against votes: 205,906 votes Auditor ratification Abstain votes: 104,751 votes +4 more

7 metrics

Auditor ratification For votes 9,798,226 votes For ratification of Yount, Hyde & Barbour, P.C. for FY ending Dec. 31, 2026

Auditor ratification Against votes 205,906 votes Against ratification of Yount, Hyde & Barbour, P.C.

Auditor ratification Abstain votes 104,751 votes Abstain on ratification of Yount, Hyde & Barbour, P.C.

Director votes For – Christopher W. Bergstrom 7,559,996 votes For election as director until 2027 Annual Meeting

Director votes Withhold – Christopher W. Bergstrom 574,250 votes Withhold votes for director election

Director votes For – Philip R. Chase 7,998,292 votes For election as director until 2027 Annual Meeting

Director votes Withhold – Philip R. Chase 135,954 votes Withhold votes for director election

Annual Meeting of Shareholders, independent registered public accounting firm, Broker Non-Vote, proxy statement, +1 more

5 terms

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders on June 16, 2026"

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.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the fiscal year"

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.

Broker Non-Vote financial

"For | Withhold | Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

proxy statement financial

"each of which was described in the Company’s proxy statement for the Annual Meeting"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

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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Shareholders elected eight directors to serve until the 2027 Annual Meeting and ratified Yount, Hyde & Barbour, P.C. as independent auditor for the year ending December 31, 2026. All proposals received more votes in favor than against or withheld.

Yes. All eight director nominees listed in the proxy statement were elected to the board, each receiving more "For" votes than "Withhold" votes. They will serve until the 2027 Annual Meeting of Shareholders and until their successors are elected and qualified.

Shareholders ratified Yount, Hyde & Barbour, P.C. as independent registered public accounting firm with 9,798,226 votes For, 205,906 Against, and 104,751 Abstain. There were no broker non-votes on this proposal, indicating clear approval among voting shares.

Yount, Hyde & Barbour, P.C. was ratified as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification followed a shareholder vote where For votes substantially exceeded Against and Abstain votes.

The Annual Meeting of Shareholders was held on June 16, 2026. At this meeting, shareholders voted on the election of eight directors and the ratification of the independent auditor for the fiscal year ending December 31, 2026, approving both proposals.

No. The auditor ratification proposal showed 9,798,226 votes For, 205,906 Against, and 104,751 Abstain, with broker non-vote reported as “-”. This indicates no broker non-votes were recorded on that item in the disclosed results.

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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): June 16, 2026

John Marshall Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Virginia

001-41315

81-5424879

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1943 Isaac Newton Square, Suite 100

Reston, Virginia 20190

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (703) 584-0840

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 registered		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		JMSB		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.

John Marshall Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders on June 16, 2026 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted on the proposals below, each of which was described in the Company’s proxy statement for the Annual Meeting. The voting results for each proposal are as follows:

Proposal 1 – Election of Directors

The shareholders elected the eight nominees named in the Company’s proxy statement for the Annual Meeting, to serve until the 2027 Annual Meeting of Shareholders and until their successors are elected and qualified. There were no nominees other than those listed below. The voting results were as follows:


	For	Withhold	Broker Non-Vote
Philip W. Allin	5,445,532	2,688,714	1,974,637
Christopher W. Bergstrom	7,559,996	574,250	1,974,637
Philip R. Chase	7,998,292	135,954	1,974,637
Michael T. Foster	4,501,296	3,632,950	1,974,637
Michael A. Garcia	7,101,569	1,032,677	1,974,637
Subhash K. Garg	5,594,221	2,540,025	1,974,637
Jonathan C. Kinney	7,425,259	708,987	1,974,637
O. Leland Mahan	4,550,945	3,583,301	1,974,637

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The shareholders voted to ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:


For	Against	Abstain	Broker Non-Vote
9,798,226	205,906	104,751	-

Item 9.01 Financial Statements and Exhibits.

Exhibits.



Exhibit No.		Description

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.

Source: View Original Filing on SEC EDGAR

JOHN MARSHALL BANCORP, INC.

Date: June 16, 2026

/s/ Kent D. Carstater

Kent D. Carstater
Senior Executive Vice President, Chief Financial Officer

3 documents