MainStreet Bancshares (NASDAQ: MNSB) backs board, preferred dividend
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
MainStreet Bancshares, Inc. reported results of its annual shareholder meeting and a new preferred stock dividend declaration. Shareholders elected Jeff W. Dick, Paul Thomas Haddock, Wendy Adeler Hall, and Terry M. Saeger as directors for three-year terms.
They also ratified Yount, Hyde & Barbour, P.C. as independent auditor for fiscal 2026 and approved a non-binding advisory vote on compensation for Named Executive Officers. Separately, the board declared a quarterly cash dividend on the 7.50% Series A preferred stock, equal to about $0.47 per Depositary Share, payable on June 30, 2026 to shareholders of record on June 15, 2025.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 8.01
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 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Director votes – Jeff W. Dick: 4,268,213 shares for; 876,161 withheld
Auditor ratification votes: 5,771,781 for; 14,129 against; 27,191 abstain
Say-on-pay votes: 3,039,791 for; 2,081,931 against; 22,652 abstain
+4 more
7 metrics
Director votes – Jeff W. Dick
4,268,213 shares for; 876,161 withheld
Election of directors at 2026 annual meeting
Auditor ratification votes
5,771,781 for; 14,129 against; 27,191 abstain
Ratification of Yount, Hyde & Barbour, P.C. for fiscal 2026
Say-on-pay votes
3,039,791 for; 2,081,931 against; 22,652 abstain
Non-binding advisory vote on Named Executive Officer compensation
Depositary Shares issued
1,150,000 Depositary Shares
Series A preferred stock issuance on September 15 and 25, 2020
Aggregate liquidation preference
$28,750,000 liquidation preference
Series A preferred stock via Depositary Shares
Quarterly dividend per Depositary Share
$0.47 per Depositary Share
Declared quarterly dividend on Series A preferred stock
Quarterly dividend per preferred share
$18.75 per preferred share
Declared quarterly dividend on Series A preferred stock
Key Terms
broker non-votes, non-binding advisory vote, Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Depositary Shares, +1 more
5 terms
broker non-votes financial
"In addition, there were 668,727 broker non-votes for each nominee."
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.
non-binding advisory vote financial
"a non-binding advisory vote in support of the compensation of the Named Executive Officers was approved."
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock financial
"7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share"
liquidation preference financial
"with a liquidation preference of $1,000 per share of Series A Preferred Stock (equivalent to $25 per Depositary Share)"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
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 22, 2026
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(703 ) 481-4567
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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The
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interest in a share of 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock |
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The
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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.
The Annual Meeting of Shareholders of the Company was held on May 21, 2026. At the 2026 Annual Meeting, the persons listed below were elected to serve as directors of the Company, each for a term of three years; the appointment by the Audit Committee of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for fiscal 2026 was ratified; and a non-binding advisory vote in support of the compensation of the Named Executive Officers was approved.
The Inspector of Election reported the vote of shareholders at the 2026 Annual Meeting as follows:
PROPOSAL 1: Election of Directors
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NAME
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FOR
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WITHHELD
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| Jeff W. Dick | 4,268,213 | 876,161 | ||
| Paul Thomas Haddock | 3,822,639 | 1,321,735 | ||
| Wendy Adeler Hall | 4,257,870 | 886,504 | ||
| Terry M. Saeger | 4,267,587 | 876,787 |
In addition, there were 668,727 broker non-votes for each nominee.
PROPOSAL 2: Ratify Appointment of Yount, Hyde & Barbour, P.C.
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FOR
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AGAINST
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ABSTAIN
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5,771,781
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14,129
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27,191
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PROPOSAL 3: Approval of a non-binding advisory resolution to approve the compensation of Named Executive Officers
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FOR
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AGAINST
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ABSTAIN
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3,039,791
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2,081,931
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22,652
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In addition, there were 668,727 broker non-votes.
Item 8.01 Other Events.
On May 22, 2026, the Board of Directors of MainStreet Bancshares, Inc. announced the declaration of a quarterly cash dividend on the outstanding shares of the Company’s 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”). On September 15 and 25, 2020, the Company issued an aggregate of 1,150,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of the Series A Preferred Stock, with a liquidation preference of $1,000 per share of Series A Preferred Stock (equivalent to $25 per Depositary Share), which represents $28,750,000 in aggregate liquidation preference.
The declared cash dividend equated to approximately $0.47 per Depositary Share, or $18.75 per share of Series A Preferred Stock outstanding. The cash dividend is payable on June 30, 2026, to shareholders of record as of the close of business on June 15, 2025. When, as, and if declared by the Board of Directors, future dividend payment dates on the Series A Preferred Stock and associated Depositary Shares will be payable quarterly, in arrears, on March 30, June 30, September 30, and December 30 of each year.
The Company’s Depositary Shares trade on the Nasdaq Capital Market under the symbol “MNSBP.”
The information furnished under Item 5.07 and 8.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Exchange Act, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing to this Form 8-K.
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.
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MAINSTREET BANCSHARES, INC
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Date: May 22, 2026
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By:
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/s/ Richard A. Vari
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Name: Richard A. Vari
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Title: Chief Financial Officer
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