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Northpointe Bancshares (NPB) investors back board slate and approve RSM as 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Northpointe Bancshares, Inc. held its annual stockholder meeting by conference call on May 13, 2026. As of the March 19, 2026 record date, 34,494,116 common shares were outstanding and entitled to vote, with 29,309,147 shares represented by proxy at the meeting.

Stockholders elected eight directors to one-year terms expiring at the 2027 annual meeting. Support levels varied by nominee, with votes for ranging from 21,097,409 to 27,915,382 and broker non-votes of 1,375,890 for each director. Stockholders also ratified the appointment of RSM US LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 29,305,516 votes for, 3,387 against, and 244 abstentions.

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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.
Shares outstanding 34,494,116 shares Common stock entitled to vote as of March 19, 2026
Shares represented 29,309,147 shares Shares represented by proxy at May 13, 2026 annual meeting
Votes for RSM US LLP 29,305,516 votes Ratification as independent registered public accounting firm for 2026
Votes against RSM US LLP 3,387 votes Ratification of independent registered public accounting firm
Director votes – Charles A. Williams 27,915,382 for / 17,875 withheld Election to one-year Board term expiring at 2027 annual meeting
Director votes – Carrie L. Boer 22,356,398 for / 5,576,859 withheld Election to one-year Board term expiring at 2027 annual meeting
record date financial
"At the close of business on March 19, 2026, the record date for the Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
broker non-votes financial
"Nominees | Votes For | Votes Withheld | Broker Non-Votes"
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
"to ratify the appointment of RSM US 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.
annual meeting financial
"The annual meeting of the stockholders of Northpointe Bancshares, Inc was held via conference call"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
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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 13, 2026

Northpointe Bancshares, Inc.
(Exact name of registrant as specified in its charter)


Michigan
No. 001-42517
38-3413392
(State or other jurisdiction of(Commission File Number)(IRS Employer
incorporation)Identification No.)
3333 Deposit Drive Northeast
Grand Rapids, Michigan
49546
(Address of principal executive offices)(Zip Code)
(616) 940‑9400
(Registrant’s telephone number, including area code)

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueNPBNew York Stock Exchange

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




Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of Northpointe Bancshares, Inc (the “Company”) was held via conference call on May 13, 2026 (the “Annual Meeting”). At the close of business on March 19, 2026, the record date for the Annual Meeting, the Company had 34,494,116 shares of common stock outstanding and entitled to vote. Of that number, 29,309,147 shares were represented by proxy at the Annual Meeting. The Company’s stockholders voted on the following two proposals at the Annual Meeting, casting their votes as described below.

Proposal 1: Election of Directors

Each of the individuals listed below was elected at the Annual Meeting to serve a one-year term on the Board of Directors of the Company expiring at the 2027 annual meeting, as indicated below.
NomineesVotes ForVotes WithheldBroker Non-Votes
Charles A. Williams27,915,382 17,875 1,375,890 
Carrie L. Boer22,356,398 5,576,859 1,375,890 
Raj Chaudhary27,299,205 634,052 1,375,890 
Robert W. De Vlieger II21,097,409 6,835,848 1,375,890 
Rodney E. Hood27,332,588 600,669 1,375,890 
David S. Hooker21,189,333 6,743,924 1,375,890 
David F. Lawrence27,302,014 631,243 1,375,890 
John Tuttle27,302,353 630,904 1,375,890 

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

Proposal 2 was a proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This proposal was approved as follows:
Votes ForVotes AgainstAbstentions
29,305,5163,387244








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.
NORTHPOINTE BANCSHARES, INC.
Date: May 13, 2026By: /s/ Bradley T. Howes
Bradley T. Howes
Executive Vice President and Chief Financial Officer

FAQ

What proposals did Northpointe Bancshares (NPB) stockholders vote on at the 2026 annual meeting?

Stockholders voted on two proposals: electing eight directors to one-year terms on the Board of Directors and ratifying RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Both proposals received sufficient support to pass.

How many Northpointe Bancshares (NPB) shares were eligible and represented at the 2026 annual meeting?

At the March 19, 2026 record date, 34,494,116 common shares were outstanding and entitled to vote. Of these, 29,309,147 shares were represented by proxy at the May 13, 2026 annual meeting, providing a substantial base of voting participation for the proposals considered.

Were Northpointe Bancshares (NPB) director nominees elected at the 2026 annual meeting?

Yes. All eight director nominees listed— including Charles A. Williams, Carrie L. Boer, Raj Chaudhary, and others—were elected to one-year terms expiring at the 2027 annual meeting, based on the reported “Votes For” and “Votes Withheld” tallies and consistent broker non-votes of 1,375,890 per nominee.

How did stockholders vote on Northpointe Bancshares’ (NPB) independent auditor for 2026?

Stockholders ratified the appointment of RSM US LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totals were 29,305,516 shares for, 3,387 against, and 244 abstentions, indicating strong support for continuing with this audit firm.

When was the record date and when was the 2026 Northpointe Bancshares (NPB) annual meeting held?

The record date for determining stockholders entitled to vote was the close of business on March 19, 2026. The annual meeting of stockholders was then held via conference call on May 13, 2026, when votes on directors and auditor ratification were counted.

Filing Exhibits & Attachments

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