Strong shareholder votes at Live Oak Bancshares (LOB) approve 2026 equity plans and auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Live Oak Bancshares, Inc. held its 2026 Annual Meeting of Shareholders on May 19, 2026, where shareholders approved two key equity plans and routine governance items. On the March 20, 2026 record date, 46,239,891 voting common shares were outstanding, with 42,159,893 shares present to establish a quorum.
Shareholders elected ten directors to one‑year terms and approved the 2026 Omnibus Stock Incentive Plan and the 2026 Employee Stock Purchase Plan. They also supported a non-binding advisory vote on executive compensation and ratified KPMG LLP as the independent auditor for 2026, confirming the company’s proposed board and compensation framework.
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
Shares outstanding on record date: 46,239,891 shares
Shares present for quorum: 42,159,893 shares
Votes for 2026 Omnibus Stock Incentive Plan: 25,509,462 votes
+4 more
7 metrics
Shares outstanding on record date
46,239,891 shares
Voting common stock as of March 20, 2026
Shares present for quorum
42,159,893 shares
Shares present at 2026 Annual Meeting
Votes for 2026 Omnibus Stock Incentive Plan
25,509,462 votes
Shareholder approval of equity incentive plan
Votes for 2026 Employee Stock Purchase Plan
35,593,365 votes
Shareholder approval of ESPP
Votes for executive compensation advisory proposal
31,451,567 votes
Say-on-pay advisory vote
Votes for KPMG auditor ratification
42,118,705 votes
Ratification of KPMG LLP for 2026
Broker non-votes on equity plan items
6,475,534 votes
Broker non-votes on several proposals
Key Terms
2026 Omnibus Stock Incentive Plan, 2026 Employee Stock Purchase Plan, non-binding, advisory proposal, broker non-votes, +1 more
5 terms
2026 Omnibus Stock Incentive Plan financial
"shareholders approved the 2026 Omnibus Stock Incentive Plan (the “Omnibus Plan”)"
2026 Employee Stock Purchase Plan financial
"shareholders approved the 2026 Employee Stock Purchase Plan (the “ESPP”)"
non-binding, advisory proposal regulatory
"Shareholders approved a non-binding, advisory proposal to approve compensation"
broker non-votes financial
"the number of abstentions and broker non-votes with respect to such matter"
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.
independent auditor financial
"Shareholders ratified KPMG, LLP as the Company’s independent auditor for 2026"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
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 19, 2026
(Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: (910 ) 790-5867
| 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 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 | ||||||
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Approval of Equity Plans. On May 19, 2026, as described below under Item 5.07 of this Current Report on Form 8-K, the Company’s shareholders approved the 2026 Omnibus Stock Incentive Plan (the “Omnibus Plan”) and the 2026 Employee Stock Purchase Plan (the “ESPP”) at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Descriptions of the terms of the Omnibus Plan and the ESPP appear on pages 49–62 of the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”), which descriptions are incorporated herein by reference. The descriptions of the Omnibus Plan and the ESPP contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plans, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Live Oak Bancshares, Inc. (the “Company”) was held on May 19, 2026. On March 20, 2026, the record date for the Annual Meeting, 46,239,891 shares of the Company’s voting common stock were issued and outstanding, of which 42,159,893 were present for purposes of establishing a quorum.
(b) Shareholders voted on the following matters at the Annual Meeting:
(1) Shareholders elected Tonya W. Bradford, William H. Cameron, David G. Lucht, Jeffrey W. Lunsford, James S. Mahan III, Patrick T. McHenry, Miltom E. Petty, Neil L. Underwood, Yousef A. Valine, and William L. Williams III to the Board of Directors for terms of one year;
(2) Shareholders approved the Live Oak Bancshares, Inc. 2026 Omnibus Stock Incentive Plan;
(3) Shareholders approved the Live Oak Bancshares, Inc. 2026 Employee Stock Purchase Plan;
(4) Shareholders approved a non-binding, advisory proposal to approve compensation paid to the Company’s named executive officers;
(5) Shareholders ratified KPMG, LLP as the Company’s independent auditor for 2026.
Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to such matter.
| Item | For | Against | Withheld/Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Election of Directors | ||||||||||||||||||||||||||
| Tonya W. Bradford | 32,897,516 | __ | 2,786,843 | 6,475,534 | ||||||||||||||||||||||
| William H. Cameron | 26,669,363 | __ | 9,014,996 | 6,475,534 | ||||||||||||||||||||||
| David G. Lucht | 30,673,278 | __ | 5,011,081 | 6,475,534 | ||||||||||||||||||||||
| Jeffrey W. Lunsford | 35,491,630 | __ | 192,729 | 6,475,534 | ||||||||||||||||||||||
| James S. Mahan III | 34,333,132 | __ | 1,351,227 | 6,475,534 | ||||||||||||||||||||||
| Patrick T. McHenry | 35,317,705 | __ | 366,654 | 6,475,534 | ||||||||||||||||||||||
| Miltom E. Petty | 28,137,862 | __ | 7,546,497 | 6,475,534 | ||||||||||||||||||||||
| Neil L. Underwood | 33,623,094 | __ | 2,061,265 | 6,475,534 | ||||||||||||||||||||||
| Yousef A. Valine | 27,948,286 | __ | 7,736,073 | 6,475,534 | ||||||||||||||||||||||
| William L. Williams III | 33,678,284 | __ | 2,006,075 | 6,475,534 | ||||||||||||||||||||||
| Approval of the Company’s 2026 Stock Incentive Plan | 25,509,462 | 9,353,674 | 821,223 | 6,475,534 | ||||||||||||||||||||||
| Approval of the Company’s 2026 Employee Stock Purchase Plan | 35,593,365 | 45,945 | 45,049 | 6,475,534 | ||||||||||||||||||||||
| Advisory proposal to approve compensation paid to the Company’s named executive officers | 31,451,567 | 4,197,280 | 35,512 | 6,475,534 | ||||||||||||||||||||||
| Ratification of the Selection of KPMG, LLP as Independent Auditor of the Company for 2026 | 42,118,705 | 28,462 | 12,726 | __ | ||||||||||||||||||||||
| (c) Not applicable. | ||||||||||||||||||||||||||||||||
| (d) Not applicable. | ||||||||||||||||||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
10.1 | Live Oak Bancshares, Inc. 2026 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on May 19, 2026) | |||||||
10.2 | Live Oak Bancshares, Inc. 2026 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 filed on May 19, 2026) | |||||||
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 thereunto duly authorized.
| LIVE OAK BANCSHARES, INC. | ||||||||
| Date: May 22, 2026 | By: | /s/Gregory W. Seward | ||||||
| Gregory W. Seward General Counsel | ||||||||