Open Lending (NASDAQ: LPRO) investors approve reverse split and board changes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Open Lending Corporation held its annual stockholder meeting and approved all five proposals on the agenda. Stockholders elected Jessica Buss and William Dabbs Cavin as Class III directors to serve until the 2029 annual meeting. They ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved a nonbinding advisory vote on compensation for the named executive officers. Stockholders also approved a proposal to declassify the board of directors and authorized an amendment to the certificate of incorporation to implement a reverse stock split in a ratio between 1-for-5 and 1-for-7, with a proportional reduction in authorized common shares, at the board’s discretion.
Positive
- None.
Negative
- None.
Insights
Shareholders backed all governance and capital structure proposals.
Open Lending’s stockholders approved director elections, auditor ratification, executive pay, a board declassification proposal, and a reverse stock split authorization at the annual meeting. This combination updates both governance structure and potential capital structure tools without immediately changing operations.
The declassification proposal indicates support for moving toward annual director elections, which can increase board accountability once implemented. The reverse split authorization, with a 1-for-5 to 1-for-7 range and proportional authorized share decrease, gives the board flexibility to adjust the share count if deemed necessary.
Actual effects will depend on whether and when the board chooses a specific reverse split ratio within the approved range and how it later implements board declassification. Future company communications and filings will be needed to detail execution steps and timing for these changes.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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
Votes for Buss: 59,717,769 votes
Votes for Cavin: 78,285,135 votes
Auditor ratification for: 102,167,482 votes
+4 more
7 metrics
Votes for Buss
59,717,769 votes
Election of director Jessica Buss
Votes for Cavin
78,285,135 votes
Election of director William Dabbs Cavin
Auditor ratification for
102,167,482 votes
Ratifying Ernst & Young LLP for 2026
Say-on-pay for
54,165,252 votes
Advisory vote on executive compensation
Declassification proposal for
63,264,309 votes
Board declassification proposal approval
Reverse split for
96,771,265 votes
Reverse stock split and authorized share reduction
Reverse split ratio range
1-for-5 to 1-for-7
Authorized reverse stock split range
Key Terms
reverse stock split, declassification of the Company’s board of directors, nonbinding advisory vote, broker non-vote, +1 more
5 terms
reverse stock split financial
"effect a reverse stock split of the Company’s shares of common stock at a ratio in the range from 1-for-5 to 1-for-7"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
declassification of the Company’s board of directors financial
"Stockholder Proposal Regarding the Declassification of the Company’s Board of Directors"
nonbinding advisory vote financial
"Nonbinding Advisory Vote Approving the Compensation of the Company’s Named Executive Officers"
broker non-vote financial
"For | Against | Abstain | Broker Non-Vote 63,264,309 | 16,799,228 | 123,376 | 22,126,203"
independent registered public accounting firm financial
"ratification of the Appointment of Ernst & Young LLP 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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||
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 3, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
1501 S. MoPac Expressway
Suite 450
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 512 -892-0400
(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:
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2026, Open Lending Corporation (the “Company”) held its Annual Meeting of Stockholders to consider and vote on the five proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2026. The final voting results are set forth below.
Proposal 1 - Election of Two Class III Director Nominees
The stockholders elected each of the two persons named below to serve as Class III members of the Company’s board of directors, to serve until the Company’s 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. The results of such vote were as follows:
| Name | For | Withhold | Broker Non-Vote | ||||||||
| Jessica Buss | 59,717,769 | 20,469,144 | 22,126,203 | ||||||||
| William Dabbs Cavin | 78,285,135 | 1,901,778 | 22,126,203 | ||||||||
Proposal 2 - Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 102,167,482 | 95,452 | 50,182 | 0 | ||||||||
Proposal 3 - Nonbinding Advisory Vote Approving the Compensation of the Company’s Named Executive Officers
The stockholders approved the compensation of the Company’s named executive officers. The results of such vote were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 54,165,252 | 25,663,965 | 357,696 | 22,126,203 | ||||||||
Proposal 4 - Stockholder Proposal Regarding the Declassification of the Company’s Board of Directors
The stockholders approved the stockholder proposal regarding the declassification of the Company’s board of directors. The results of such vote were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 63,264,309 | 16,799,228 | 123,376 | 22,126,203 | ||||||||
Proposal 5 - Reverse Stock Split Proposal
The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s shares of common stock at a ratio in the range from 1-for-5 to 1-for-7, and a proportionate decrease to the number of authorized shares of the Company’s common stock, with the exact ratio to be set within such range at the discretion of the Company’s board of directors without further action by the Company’s stockholders. The results of such vote were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 96,771,265 | 5,152,701 | 389,150 | 0 | ||||||||
1
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.
| OPEN LENDING CORPORATION | ||||||||
| By: | /s/ Ben Massey | |||||||
| Name: | Ben Massey | |||||||
| Title: | General Counsel and Corporate Secretary | |||||||
Date: June 4, 2026
2
FAQ
What was the result of the Open Lending (LPRO) board declassification proposal?
Shareholders approved the stockholder proposal to declassify the board, with 63,264,309 votes for, 16,799,228 against, and 123,376 abstentions, plus 22,126,203 broker non-votes. This supports moving toward directors being elected more frequently rather than on a staggered basis.