National Bank Holdings investors back incentive plan

National Bank Holdings Corporation shareholders approved all four proposals at the annual meeting, including an amended and restated 2023 Omnibus Incentive Plan.

Rhea-AI Filing Summary

National Bank Holdings Corporation shareholders approved all four proposals at the annual meeting, including an amended and restated 2023 Omnibus Incentive Plan. The plan now reserves and authorizes 2,525,000 shares of Class A common stock for equity awards and adds stricter share recycling limits.

All ten director nominees were elected with strong majorities, KPMG LLP was ratified as independent registered public accounting firm for the year ending December 31, 2026, and executive compensation received advisory approval by shareholders.

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, or exhibit attachments filed with this report.

Key Figures

Omnibus Plan Share Reserve: 2,525,000 shares Auditor Ratification For Votes: 38,186,525 votes Auditor Ratification Against Votes: 197,009 votes +5 more

8 metrics

Omnibus Plan Share Reserve 2,525,000 shares Class A common stock reserved and authorized for awards under 2023 Omnibus Incentive Plan as amended May 7, 2026

Auditor Ratification For Votes 38,186,525 votes Votes for ratifying KPMG LLP as independent registered public accounting firm for year ending December 31, 2026

Auditor Ratification Against Votes 197,009 votes Votes against ratifying KPMG LLP for year ending December 31, 2026

Say-on-Pay For Votes 34,868,918 votes Advisory approval of compensation paid to named executive officers

Say-on-Pay Against Votes 1,583,310 votes Votes against advisory approval of named executive officer compensation

Plan Approval For Votes 34,693,675 votes Votes for approving Amended and Restated 2023 Omnibus Incentive Plan

Plan Approval Against Votes 1,757,113 votes Votes against approving Amended and Restated 2023 Omnibus Incentive Plan

Example Director Votes For 37,040,256 votes Votes for director nominee Kirk A. McLaughlin

Key Terms

2023 Omnibus Incentive Plan, broker non-votes, independent registered public accounting firm, advisory non-binding basis, +1 more

5 terms

2023 Omnibus Incentive Plan financial

"the shareholders approved the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as Amended and Restated May 7, 2026"

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 34,868,918 | 1,583,310 | 683,774 | 1,248,128"

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 registered public accounting firm financial

"the shareholders ratified the appointment of KPMG LLP as the Company’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.

advisory non-binding basis financial

"The shareholders approved, on an advisory non-binding basis, the compensation paid to the Company’s named executive officers"

Cover Page Interactive Data File technical

"104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)"

FAQ

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

What did NBHC shareholders approve at the 2026 annual meeting?

NBHC shareholders approved all four proposals at the 2026 annual meeting, including director elections, auditor ratification, say-on-pay, and the amended 2023 Omnibus Incentive Plan with updated share reserve and recycling provisions.

How many shares are reserved under NBHC's 2023 Omnibus Incentive Plan?

The amended NBHC 2023 Omnibus Incentive Plan reserves and authorizes 2,525,000 shares of Class A common stock for awards. This pool supports future equity-based compensation grants to eligible participants under the plan.

Did NBHC shareholders approve executive compensation for named officers?

Yes, NBHC shareholders approved, on an advisory non-binding basis, compensation for named executive officers. The say-on-pay proposal received 34,868,918 votes for, 1,583,310 against, 683,774 abstentions, and 1,248,128 broker non-votes.

Which auditor did NBHC shareholders ratify for the 2026 fiscal year?

Shareholders ratified KPMG LLP as NBHC’s independent registered public accounting firm for the year ending December 31, 2026, with 38,186,525 votes for, 197,009 against, and 596 abstentions recorded in the vote tally.

Were all NBHC director nominees elected at the 2026 annual meeting?

All ten NBHC director nominees were elected to the board to serve until the next annual meeting or until successors are elected. Each nominee received strong majority support, with votes for each exceeding 35 million shares.

What key change was made to NBHC's Omnibus Incentive Plan share recycling rules?

The amended NBHC Omnibus Incentive Plan now prohibits recycling shares tendered or withheld to pay exercise prices or taxes, and shares repurchased on the open market with exercise, strike, or purchase price proceeds, tightening share reuse under the plan.

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

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Accepted by SEC EDGAR 05/12/2026 - 04:12 PM Learn about SEC filing dates

0001475841false00014758412026-05-072026-05-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): May 7, 2026

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NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

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	​		​
Delaware	​	001-35654	​	27-0563799
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

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303-892-8715
(Registrant’s telephone, including area code)

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Not Applicable
(Former name or former address, if changed since last report.)

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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 Instruction A.2. below):

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☐Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class:	​ ​ ​	Trading Symbol	​ ​ ​	Name of each exchange on which registered:
Class A Common Stock, Par Value $0.01	​	NBHC	​	NYSE

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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).

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Emerging growth company ☐

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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. ☐

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Annual Meeting of Shareholders of National Bank Holdings Corporation (the “Company”) held on May 7, 2026 (the “Annual Meeting”), the shareholders approved the National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as Amended and Restated May 7, 2026 (the “Omnibus Plan”).

The terms of the Omnibus Plan are materially unchanged from those previously approved by the shareholders, other than (i) an increase in the total number of shares of Class A common stock, $0.01 par value per share, of the Company reserved and authorized for awards under the Omnibus Plan to 2,525,000 shares; and (ii) a prohibition on the recycling of shares tendered or withheld to pay the exercise price or to satisfy tax withholdings for any awards or shares repurchased by the Company on the open market with the proceeds of the exercise, strike or purchase price of an award.  For a description of the terms and conditions of the Omnibus Plan, see “Proposal 4 -  Amended and Restated 2023 Omnibus Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2026, which is incorporated herein by reference.   Such summary of the  Omnibus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the Company’s shareholders considered and voted on four proposals that were described in detail in the 2026 Proxy Statement.  The final voting results are as follows:

Proposal 1: Each of the ten director nominees were elected to the Board, to serve until the next annual meeting of shareholders or until their respective successors are duly elected and qualified, based upon the following votes:  

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Ralph W. Clermont	35,609,470	1,526,532	1,248,128
Robert E. Dean	35,580,585	1,555,417	1,248,128
Robin A. Doyle	36,996,280	139,722	1,248,128
Alka Gupta	36,986,988	149,014	1,248,128
Fred J. Joseph	36,115,266	1,020,736	1,248,128
G. Timothy Laney	36,420,382	715,620	1,248,128
Kirk A. McLaughlin	37,040,256	95,746	1,248,128
Patrick G. Sobers	36,553,935	582,067	1,248,128
Micho F. Spring	35,847,460	1,288,542	1,248,128
Art Zeile	36,810,338	325,664	1,248,128

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Proposal 2: The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, based upon the following votes:

For	Against	Abstain
38,186,525	197,009	596

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Proposal 3: The shareholders approved, on an advisory non-binding basis, the compensation paid to the Company’s named executive officers, based upon the following votes:

For	Against	Abstain	Broker Non-Votes
34,868,918	1,583,310	683,774	1,248,128

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Proposal 4: The shareholders approved the Amended and Restated National Bank Holdings Corporation 2023 Omnibus Incentive Plan.

For	Against	Abstain	Broker Non-Votes
34,693,675	1,757,113	685,214	1,248,128

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Item 9.01 Financial Statements and Exhibits.

Exhibit No.	​ ​ ​	Description of Exhibit
10.1	​	National Bank Holdings Corporation 2023 Omnibus Incentive Plan, as Amended and Restated May 7, 2026
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104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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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​	​	​	​
​	​	National Bank Holdings Corporation
​	​	​
​	By:	/s/ Angela N. Petrucci
​	​	Name:	Angela N. Petrucci
​	​	Title:	Chief Administrative Officer & General Counsel
​	​	​
​	​	​
Date: May 12, 2026	​	​

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Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 137.9 KB

Other Documents

• EX-101 EX-101.SCH 2.7 KB
• EX-101 EX-101.LAB 15.5 KB
• EX-101 EX-101.PRE 10.0 KB