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Northrim BanCorp (NRIM) 2026 meeting backs directors, pay and auditor

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Northrim BanCorp, Inc. reported results from its 2026 Annual Meeting of Shareholders. There were 22,239,676 shares outstanding and entitled to vote, and 17,493,966 were represented online or by proxy. Shareholders elected 12 directors, each receiving at least 14.2 million votes in favor.

They approved the First Amendment to the 2025 Stock Incentive Plan with 13,824,031 votes for and 1,059,636 against. In a nonbinding advisory vote, compensation for named executive officers was approved with 14,370,675 votes for and 444,250 against. Shareholders also ratified Baker Tilly US LLP as independent registered public accounting firm for fiscal 2026 with 17,348,985 votes for and 105,449 against.

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Negative

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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 entitled to vote 22,239,676 shares Outstanding and entitled to vote at 2026 Annual Meeting
Shares represented 17,493,966 shares Present online or by proxy at 2026 Annual Meeting
Votes for stock plan amendment 13,824,031 votes First Amendment to 2025 Stock Incentive Plan
Votes for say-on-pay 14,370,675 votes Advisory vote on executive compensation
Votes for auditor ratification 17,348,985 votes Ratification of Baker Tilly US LLP for fiscal 2026
Example director support 14,882,079 votes for Election of director Aaron M. Schutt
broker nonvotes financial
"DIRECTOR | FOR | WITHHOLD | VOTES CAST | BROKER NONVOTES"
2025 Stock Incentive Plan financial
"The approval of the First Amendment to the Northrim BanCorp, Inc. 2025 Stock Incentive Plan"
nonbinding vote financial
"The approval, by nonbinding vote, of the compensation of the Company's named executive officers"
independent registered public accounting firm financial
"Baker Tilly US LLP as the Company's independent registered public accounting firm for the fiscal 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.
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Understanding 8-K Material Events →
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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): June 1, 2026(May 28, 2026)
Northrim BanCorp, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Alaska0-3350192-0175752
________________________
(State or other jurisdiction		_____________
(Commission		_________________
(I.R.S. Employer
of incorporation)File Number)Identification No.)
    
3111 C Street,  Anchorage,   Alaska 99503
___________________________________
(Address of principal executive offices)		 ___________
(Zip Code)
Registrant’s telephone number, including area code: 907-562-0062
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))

Securities registered pursuant to Section 12(b) of the Act: None
TITLE OF EACH CLASSTRADING SYMBOLNAME OF EXCHANGE

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 (§240.126-2 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 May 28, 2026, Northrim BanCorp, Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting"). There were 22,239,676 shares outstanding and entitled to vote at the 2026 Annual Meeting; of those shares, 17,493,966 were present online or by proxy. The following matters were voted upon at the 2026 Annual Meeting:

•The election of 12 directors to serve on the Company's Board of Directors until the 2027 annual meeting of shareholders or until their successors have been elected and have qualified;
•The approval of the First Amendment to the Northrim BanCorp, Inc. 2025 Stock Incentive Plan;
•The approval, by nonbinding vote, of the compensation of the Company's named executive officers; and
•The ratification of the selection of Baker Tilly US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

The following is a summary of the voting results for the matters voted upon by the shareholders:

Election of Directors
DIRECTORFORWITHHOLDVOTES CASTBROKER NONVOTES
Anthony J. Drabek14,589,959380,75014,970,7092,523,257
Karl L. Hanneman14,728,992241,71714,970,7092,523,257
Shauna Z. Hegna14,876,95993,75014,970,7092,523,257
Michael G. Huston14,714,953255,75614,970,7092,523,257
David W. Karp14,701,183269,52614,970,7092,523,257
Joseph P. Marushack14,825,097145,61214,970,7092,523,257
David J. McCambridge14,582,427388,28214,970,7092,523,257
Krystal M. Nelson14,729,462241,24714,970,7092,523,257
Marilyn F. Romano14,834,635136,07414,970,7092,523,257
Aaron M. Schutt14,882,07988,63014,970,7092,523,257
John C. Swalling14,213,522757,18714,970,7092,523,257
Linda C. Thomas14,707,206263,50314,970,7092,523,257


First Amendment to 2025 Stock Incentive Plan
FORAGAINSTABSTAINVOTES CASTBROKER NONVOTES
13,824,0311,059,63687,04214,970,7092,523,257

Advisory Vote (Nonbinding) on Executive Compensation
FORAGAINSTABSTAINVOTES CASTBROKER NONVOTES
14,370,675444,250155,78414,970,7092,523,257

Ratification of Selection of Baker Tilly US LLP as the Company's Independent Registered Accounting Firm for Fiscal Year 2026
FORAGAINSTABSTAINVOTES CASTBROKER NONVOTES
17,348,985105,44939,53217,493,966—


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.
  Northrim BanCorp, Inc.
      
June 1, 2026 By: /s/ Jed W. Ballard
    Name: Jed W. Ballard
    Title: EVP, Chief Financial Officer



Source: View Original Filing on SEC EDGAR

FAQ

What happened at Northrim BanCorp (NRIM) 2026 Annual Meeting?

Shareholders elected all 12 directors and approved key proposals. They backed an amendment to the 2025 Stock Incentive Plan, supported executive compensation, and ratified Baker Tilly US LLP as independent auditor for the fiscal year ending December 31, 2026.

How many Northrim BanCorp (NRIM) shares were represented at the 2026 meeting?

Out of 22,239,676 shares outstanding and entitled to vote, 17,493,966 were present online or by proxy. This indicates strong shareholder participation in decisions on directors, incentive plan changes, executive pay, and the company’s independent registered public accounting firm.

Did Northrim BanCorp (NRIM) shareholders approve the 2025 Stock Incentive Plan amendment?

Yes. The First Amendment to the 2025 Stock Incentive Plan received 13,824,031 votes for, 1,059,636 against, and 87,042 abstentions. This approval allows the company to continue using the amended equity incentive framework authorized by shareholders at the 2026 Annual Meeting.

How did Northrim BanCorp (NRIM) shareholders vote on executive compensation?

Shareholders gave nonbinding approval to named executive officer compensation. The advisory say-on-pay vote had 14,370,675 votes for, 444,250 against, and 155,784 abstentions, signaling overall shareholder support for the company’s disclosed executive pay program at this meeting.

Was Baker Tilly US LLP ratified as Northrim BanCorp (NRIM) auditor?

Yes. Baker Tilly US LLP was ratified as the independent registered public accounting firm for fiscal year 2026. The ratification received 17,348,985 votes for, 105,449 against, and 39,532 abstentions, confirming shareholder support for the company’s chosen auditor.

Were all Northrim BanCorp (NRIM) director nominees elected in 2026?

All 12 director nominees were elected to serve until the 2027 annual meeting or until successors qualify. Each nominee, including Anthony J. Drabek and Aaron M. Schutt, received at least 14.2 million votes for, with broker nonvotes recorded on the election item.

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