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Origin Bancorp (NYSE: OBK) investors approve board, pay plans and auditor

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

Rhea-AI Filing Summary

Origin Bancorp, Inc. reported the results of its annual stockholder meeting held in Choudrant, Louisiana. Of 30,981,298 common shares eligible to vote, 26,322,719 were represented in person or by proxy, an attendance level of approximately 84.96%.

Stockholders elected ten directors to serve until the 2026 annual meeting, with each nominee receiving over 21.4 million "For" votes. They approved the Amended and Restated Omnibus Incentive Plan and supported the non-binding advisory vote on executive compensation.

Investors also indicated a preference for holding the advisory vote on executive pay every one year, and the company plans to include it annually until the next required frequency vote in 2032. Stockholders ratified the appointment of Forvis Mazars, LLP, as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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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 eligible to vote 30,981,298 shares Common stock eligible to vote at 2026 annual meeting
Shares represented 26,322,719 shares Shares present in person or by proxy at meeting
Participation rate 84.96% Percentage of outstanding shares represented at meeting
Omnibus Incentive Plan approval 22,721,240 For / 184,694 Against Vote on Amended and Restated Omnibus Incentive Plan
Say-On-Pay approval 22,327,908 For / 570,287 Against Advisory vote on NEO compensation
Say-On-Pay frequency 1 year 21,422,449 votes Votes favoring annual advisory vote frequency
Auditor ratification For votes 26,236,483 votes Ratification of Forvis Mazars, LLP for fiscal 2026
Broker Non-Vote financial
"Election of Directors: | For | Against | Abstain | Broker Non-Vote"
Omnibus Incentive Plan financial
"Approve the Amended and Restated Origin Bancorp, Inc. Omnibus Incentive Plan."
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
non-binding advisory basis financial
"Approve, on a non-binding advisory basis, the compensation of our named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
named executive officers financial
"the compensation of our named executive officers (“NEOs”)"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"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.
0001516912false00015169122026-04-222026-04-22

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)
April 22, 2026
ORIGIN BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Louisiana001-3848772-1192928
(State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

500 South Service Road East
Ruston, Louisiana 71270
(Address of principal executive offices including zip code)
(318) 255-2222
(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))

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, par value $5.00 per shareOBKNew York Stock 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 (§240.12b-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 5.07Submission of Matters to a Vote of Security Holders
On April 22, 2026, the Company held its Annual Meeting in Choudrant, LA. Of the 30,981,298 shares of common stock eligible to vote at the Annual Meeting, 26,322,719 shares were represented in person or by proxy, representing approximately 84.96% of the outstanding shares as of the record date for the Annual Meeting. The final voting results of voting on each of the proposals submitted to stockholders at the Annual Meeting are as follows:
Proposal 1 - Elect 10 directors to serve until the 2026 annual meeting of stockholders and until their successors are elected and qualified.
Election of Directors:ForAgainstAbstainBroker Non-Vote
01 James D'Agostino, Jr.22,463,507464,17615,7583,379,278
02 James Davison, Jr.22,612,425327,6513,3653,379,278
03 A. La'Verne Edney22,816,196106,25220,9933,379,278
04 Meryl Farr21,628,1031,272,29043,0483,379,278
05 Richard Gallot, Jr.22,812,457127,1373,8473,379,278
06 Stacey Goff22,670,402242,90530,1343,379,278
07 Cecil Jones22,657,428243,06742,9463,379,278
08 Michael Jones21,425,3551,475,55842,5283,379,278
09 Gary Luffey22,459,680456,07527,6863,379,278
10 Drake Mills22,662,460240,06940,9123,379,278
Proposal 2 - Approve the Amended and Restated Origin Bancorp, Inc. Omnibus Incentive Plan.
ForAgainstAbstainBroker Non-Vote
22,721,240184,69437,5073,379,278
Proposal 3 - Approve, on a non-binding advisory basis, the compensation of our named executive officers (“NEOs”) (the “Say-On-Pay Proposal”)
ForAgainstAbstainBroker Non-Vote
22,327,908570,28745,2463,379,278
Proposal 4 - Approve, on a non-binding advisory basis, whether a stockholder advisory vote on the compensation of our NEOs should occur every one, two or three years.
1 Year2 Years3 YearsAbstainBroker Non-Vote
21,422,44952,3221,426,65042,0203,379,278
Consistent with the recommendation of the Board of Directors of the Company set forth in the Company’s proxy statement for the 2026 Annual Meeting (the “2026 Proxy Statement”), and the majority vote of the Company’s stockholders at the 2026 Annual Meeting, the Company will include an annual advisory vote on the compensation of its NEOs in its proxy materials until the next required stockholder vote on the frequency of future advisory votes on executive compensation, which vote is expected to be held in six years at the Company’s 2032 Annual Meeting of Stockholders. Accordingly, the next shareholder advisory (non-binding) vote on executive compensation of NEOs will be held at the Company’s 2027 Annual Meeting of Stockholders.
Proposal 5 - Ratify the appointment of Forvis Mazars, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
ForAgainstAbstainBroker Non-Vote
26,236,48356,89629,340




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 thereunto duly authorized.
Dated: April 27, 2026
ORIGIN BANCORP, INC.
By: /s/ William J. Wallace, IV
William J. Wallace, IV
Senior Executive Officer and Chief Financial Officer






FAQ

What was the shareholder turnout at Origin Bancorp (OBK)'s 2026 annual meeting?

Shareholder participation was strong, with 26,322,719 shares represented out of 30,981,298 eligible to vote. This equals approximately 84.96% of outstanding common shares as of the record date, indicating broad investor engagement in Origin Bancorp’s 2026 corporate governance decisions.

Were all Origin Bancorp (OBK) director nominees elected at the 2026 annual meeting?

Yes, all ten director nominees were elected to serve until the 2026 annual meeting. Each nominee, including James D’Agostino Jr., Drake Mills, and others, received more than 21.4 million "For" votes, comfortably exceeding votes cast "Against" or marked as "Abstain".

Did Origin Bancorp (OBK) shareholders approve the Omnibus Incentive Plan amendment?

Shareholders approved the Amended and Restated Origin Bancorp, Inc. Omnibus Incentive Plan. The proposal received 22,721,240 "For" votes, 184,694 "Against" votes, and 37,507 abstentions, with 3,379,278 broker non-votes recorded, confirming support for the company’s updated incentive compensation framework.

How did Origin Bancorp (OBK) shareholders vote on executive compensation (Say-On-Pay)?

Shareholders backed the non-binding Say-On-Pay proposal for named executive officer compensation. The advisory vote recorded 22,327,908 "For" votes, 570,287 "Against" votes, and 45,246 abstentions, plus 3,379,278 broker non-votes, indicating majority support for Origin Bancorp’s executive pay practices.

How often will Origin Bancorp (OBK) hold Say-On-Pay votes after the 2026 meeting?

Stockholders expressed a clear preference for annual Say-On-Pay votes. The one-year frequency received 21,422,449 votes, compared with 52,322 for two years and 1,426,650 for three years. The company plans to hold the next advisory vote on NEO compensation at the 2027 annual meeting.

Which audit firm did Origin Bancorp (OBK) shareholders ratify for fiscal 2026?

Shareholders ratified Forvis Mazars, LLP as Origin Bancorp’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 26,236,483 "For" votes, 56,896 "Against" votes, and 29,340 abstentions, with no broker non-votes reported on this proposal.

Filing Exhibits & Attachments

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