Meridian (NASDAQ: MRBK) investors approve directors, say-on-pay and Crowe LLP

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Meridian Corporation reported the results of its Annual Meeting of Shareholders held on May 28, 2026. Shareholders elected three Class C directors, Christopher J. Annas, Edward J. Hollin, and Anthony M. Imbesi, each to serve a three-year term expiring in 2029.

Shareholders approved the non-binding say-on-pay proposal for named executive officer compensation, with 8,212,283 votes for, 145,547 against, and 6,203 abstentions. They also ratified the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026, with 9,570,770 votes for, 11,449 against, and 2,763 abstentions.

8-K Event Classification

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, and exhibit attachments filed with this report.

Key Figures

Votes for Annas: 7,870,830 votes Votes for Hollin: 6,561,649 votes Votes for Imbesi: 6,571,087 votes +4 more

7 metrics

Votes for Annas 7,870,830 votes Election of Christopher J. Annas as Class C director

Votes for Hollin 6,561,649 votes Election of Edward J. Hollin as Class C director

Votes for Imbesi 6,571,087 votes Election of Anthony M. Imbesi as Class C director

Say-on-pay support 8,212,283 votes for Advisory vote on executive compensation

Say-on-pay against 145,547 votes against Advisory vote on executive compensation

Auditor ratification for 9,570,770 votes for Ratification of Crowe LLP for year ending December 31, 2026

Auditor ratification against 11,449 votes against Ratification of Crowe LLP for year ending December 31, 2026

Key Terms

Annual Meeting of Shareholders, say-on-pay, independent registered public accounting firm, Emerging growth company, +1 more

5 terms

Annual Meeting of Shareholders financial

"The Corporation held its Annual Meeting of Shareholders on May 28, 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.

say-on-pay financial

"A non-binding say-on-pay proposal to approve the compensation of the named executive officers"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"to ratify the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026"

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.

Emerging growth company regulatory

"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"

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.

Common Stock, $1 par value financial

"Title of each class: Common Stock, $1 par value"

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Understanding 8-K Material Events →

05/29/2026 - 02:38 PM

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

May 28, 2026

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)

Pennsylvania

000-55983

83-1561918

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Ident. No.)

9 Old Lincoln Highway, Malvern, Pennsylvania

19355

(Address of principal executive offices)

(Zip Code)

(484) 568-5000

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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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, $1 par value

MRBK

The NASDAQ Stock Market

Item 5.07. Submission of Matters to a Vote of Security Holders

The Corporation held its Annual Meeting of Shareholders on May 28, 2026 for the purpose of considering and acting upon the below proposals.

1.A proposal to elect three (3) directors as “Class C” directors of the Board, to serve a three-year term expiring in 2029.

The shareholders of the Corporation elected the following Class C directors to each serve a three-year term expiring in 2029 by the following vote:


Director Name	Votes For	Votes Withheld
Christopher J. Annas	7,870,830	493,203
Edward J. Hollin	6,561,649	1,802,384
Anthony M. Imbesi	6,571,087	1,792,946

The following additional directors continued in office after the Annual Meeting: Robert M. Casciato, Christine M. Helmig, Robert T. Holland, Denise Lindsay, and Kenneth Warriner

2. A non-binding say-on-pay proposal to approve the compensation of the named executive officers.


Votes For	Votes Against	Votes Abstained
8,212,283	145,547	6,203

3. A proposal to ratify the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026.

The shareholders of the Corporation ratified the appointment of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2026 by the following vote:


Votes For	Votes Against	Votes Abstained
9,570,770	11,449	2,763

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished herewith:

EXHIBIT INDEX



Exhibit No.						Description of Exhibit
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.

MERIDIAN CORPORATION
(Registrant)

Dated: May 28, 2026

By:

/s/ Denise Lindsay

Denise Lindsay

Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Meridian Corporation (MRBK) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing three Class C directors, a non-binding say-on-pay proposal for executive compensation, and ratifying Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026.

Which directors were elected at Meridian Corporation (MRBK)'s 2026 annual meeting?

Shareholders elected Class C directors Christopher J. Annas, Edward J. Hollin, and Anthony M. Imbesi to three-year terms expiring in 2029, with each receiving a majority of votes cast in favor of their election.

How did Meridian Corporation (MRBK) shareholders vote on executive compensation?

The advisory say-on-pay proposal passed with 8,212,283 votes for, 145,547 against, and 6,203 abstentions, indicating broad shareholder support for the compensation of Meridian Corporation’s named executive officers at the time of the meeting.

Was Crowe LLP ratified as Meridian Corporation (MRBK)'s auditor for 2026?

Yes. Shareholders ratified Crowe LLP as Meridian Corporation’s independent registered public accounting firm for the year ending December 31, 2026, with 9,570,770 votes for, 11,449 against, and 2,763 abstentions recorded.

Did any Meridian Corporation (MRBK) directors continue in office without election in 2026?

Yes. Directors Robert M. Casciato, Christine M. Helmig, Robert T. Holland, Denise Lindsay, and Kenneth Warriner continued in office after the 2026 Annual Meeting, as only the three Class C director seats were up for election.

Filing Exhibits & Attachments

3 documents