Open Lending holders back reverse split, reforms

Open Lending Corporation held its annual stockholder meeting and approved all five proposals on the agenda.

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.

Insights

Corporate governance analyst

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 reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

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"

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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Open Lending (LPRO) shareholders approve at the 2026 annual meeting?

Shareholders approved all five proposals, including electing two Class III directors, ratifying Ernst & Young LLP, an advisory vote on executive pay, declassifying the board, and authorizing a reverse stock split in the 1-for-5 to 1-for-7 range.

Were the Open Lending (LPRO) director nominees elected by shareholders?

Yes. Jessica Buss received 59,717,769 votes for and William Dabbs Cavin received 78,285,135 votes for. Both were elected as Class III directors to serve until the 2029 annual meeting, with broker non-votes recorded on each proposal.

Did Open Lending (LPRO) shareholders approve the reverse stock split proposal?

Yes. The reverse stock split amendment received 96,771,265 votes for, 5,152,701 against, and 389,150 abstentions. It authorizes a split ratio between 1-for-5 and 1-for-7 with a proportional reduction in authorized common shares, at the board’s discretion.

How did Open Lending (LPRO) shareholders vote on executive compensation?

Shareholders approved the nonbinding advisory vote on named executive officer compensation, with 54,165,252 votes for, 25,663,965 against, and 357,696 abstentions, plus 22,126,203 broker non-votes. This supports the company’s current executive pay program on an advisory basis.

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.

Did Open Lending (LPRO) shareholders ratify Ernst & Young as auditor?

Yes. The appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026 received 102,167,482 votes for, 95,452 against, and 50,182 abstentions. There were no broker non-votes recorded on this proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 05:24 PM Learn about SEC filing dates

0001806201false00018062012026-06-032026-06-03

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 3, 2026

OPEN LENDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware			001-39326			84-5031428
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1501 S. MoPac Expressway

Suite 450

Austin, Texas 78746

(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:

☐ 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

Common stock, par value $0.01 per share

LPRO

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 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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB