OP Bancorp 8-K: Directors, Pay Plan, Auditor All Win Strong Backing

Rhea-AI Filing Summary

OP Bancorp (NASDAQ: OPBK) reported the voting results of its 26 June 2025 Annual Meeting on Form 8-K. Shareholder turnout was 74.50% of the 14.85 million shares outstanding, with 11.06 million votes cast.

Director elections (Proposal 1): All seven nominees were re-elected for one-year terms with support ranging from 96.4% to 99.3% of votes cast. The highest support went to Myung Shin Sohn (8.87 M for; 61 k withheld).

Executive compensation (Proposal 2): The 2024 “Say-on-Pay” resolution passed with 96.5% approval (8.57 M for; 0.30 M against; 0.06 M abstain).

Frequency of Say-on-Pay (Proposal 3): A one-year voting cycle was preferred by 92.7% of shares voted (8.54 M), significantly above the alternatives of two years (2.5 k) or three years (0.38 M).

Auditor ratification (Proposal 4): Crowe LLP was re-appointed with overwhelming 99.1% support (10.96 M for; 0.10 M against).

No additional matters were brought before shareholders. The results signal continued investor confidence in the current board, executive pay structure, and external auditor, with no immediate governance controversies disclosed.

Positive

• Strong shareholder support with >96% votes for all directors and executive compensation, indicating investor confidence and low governance risk.
• Auditor ratified by 99% of votes, underscoring trust in financial reporting integrity.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine meeting; strong approvals indicate stable governance, minimal risk.

Turnout of 74.5% is healthy for a community-bank peer group. Each director received >96% support, above the 90% threshold often used by activists to gauge vulnerability, indicating little appetite for board change. The Say-on-Pay resolution sailed through at 96.5%, suggesting investors are comfortable with OPBK’s pay practices. Selecting an annual Say-on-Pay frequency aligns with governance best practice and maintains accountability. Auditor ratification at 99% eliminates concern over financial reporting integrity. Overall, the filing is governance-neutral to modestly positive; no red flags that might trigger proxy advisory downgrades or activist pressure.

Portfolio Manager

TL;DR: Results are benign; unlikely to move OPBK valuation or liquidity.

The 8-K conveys no financial guidance, capital actions, or strategic shifts—only routine AGM outcomes. High approval rates confirm shareholder alignment but do not alter earnings outlook, capital ratios, or dividend policy. From a portfolio perspective, the news is not impactful; governance stability is expected for a $1 bn-asset Korean-American community bank. I would not adjust position sizing based on this disclosure.

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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 26, 2025

____________________________________

OP BANCORP

(Exact name of registrant as specified in its charter)

____________________________________

California			001-38437			81-3114676
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
1000 Wilshire Blvd., Suite 500, Los Angeles, CA						90017
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (213) 892-9999

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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

OPBK

NASDAQ Global Market

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 5.07.    Submission of Matters to a Vote of Security Holders

On June 26, 2025, OP Bancorp (the “Company”), the holding company for Open Bank, held its 2025 annual meeting of shareholders (the “Annual Meeting”). The Company’s shareholders considered four proposals at the Annual Meeting, each of which was described in more detail in the Company’s definitive proxy statement (the “2025 Proxy Statement”) for the Annual Meeting, which was filed with the Securities and Exchange Commission on May 16, 2025. There were 11,062,842 shares represented by valid proxies or voted at the Annual Meeting, or 74.50% of the total shares outstanding. At the Annual Meeting, shareholders voted on the following matters: (i) elected all of the seven director nominees named in the 2025 Proxy Statement for a one-year term expiring at the 2026 annual meeting of shareholders (“Proposal 1”), (ii) approved, on a non-binding, advisory basis, the 2024 compensation of the Company’s named executive officers (“Proposal 2”), (iii) voted, on a non-binding, advisory basis, on the frequency of future non-binding, advisory votes on the compensation of the Company’s named executive officers (“Proposal 3”); (iv) ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2025 (“Proposal 4”). Final voting results from the meeting are as follows:

Proposal 1 - Election of Directors

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Hyung J. Kim						8,626,080						303,312						2,133,450
Min J. Kim						8,625,990						303,402						2,133,450
Sunny Kwon						8,630,232						299,160						2,133,450
Sang K. Oh						8,727,714						201,678						2,133,450
Yong Sin Shin						8,704,030						225,362						2,133,450
Myung Shin Sohn						8,867,990						61,402						2,133,450
Ki Won Yoon						8,842,334						87,058						2,133,450

Proposal 2 - Advisory Vote on Executive Compensation

Votes For						Votes Against						Abstain						Broker Non-Votes
8,574,990						296,287						58,115						2,133,450

Proposal 3 - Advisory Vote on Frequency of Shareholder Vote Regarding Executive Compensation

Votes For One Year						Votes for Two Years						Votes for Three Years						Abstain						Broker Non-Votes
8,535,724						2,472						377,840						13,356						2,133,450

Proposal 4 - Ratification of Independent Registered Public Accounting Firm

Votes For						Votes Against						Abstain
10,957,544						101,641						3,657

No other matters were submitted for shareholder action.

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 thereunto duly authorized.

			OP Bancorp
Date: June 26, 2025			By:			/s/ Jaehyun Park
						Jaehyun Park
						Executive Vice President and Chief Financial Officer

3

FAQ

How many OPBK shares were represented at the 2025 annual meeting?

A total of 11,062,842 shares, or 74.50% of shares outstanding, were voted.

Did OP Bancorp shareholders approve the 2024 executive compensation?

Yes. The Say-on-Pay proposal received 8,574,990 votes for (96.5% approval).

What Say-on-Pay frequency did OPBK shareholders choose?

Shareholders favored a one-year advisory vote cycle with 8,535,724 votes (92.7% of votes cast).

Was Crowe LLP re-appointed as OP Bancorp's auditor for 2025?

Yes. 10,957,544 votes were cast in favor, representing 99.1% support.

Were there any other matters voted on at OPBK's 2025 AGM?

No. Only the four proposals detailed in the proxy statement were considered and passed.