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OptimumBank (NYSE: OPHC) OKs nonvoting stock class and reelects board

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

Rhea-AI Filing Summary

OptimumBank Holdings, Inc. held its 2026 annual shareholder meeting on April 28, 2026. There were 12,166,437 shares of common stock outstanding as of the record date, and 8,991,733 shares were represented in person or by proxy, equal to 73.91% of shares eligible to vote.

Shareholders elected six directors, each receiving about 6.5 million votes in favor with roughly 368,230 or fewer votes withheld and 2,111,611 broker non-votes. They also approved an amendment to the Articles of Incorporation to authorize a class of nonvoting common stock, with 6,699,923 votes for, 172,576 against, and 7,623 abstentions.

Shareholders ratified Hacker, Johnson & Smith, P.A. as independent auditor for the 2026 fiscal year with 8,947,652 votes for, 20,338 against, and 23,743 abstentions. A proposal to adjourn the meeting if needed also passed, receiving 8,432,766 votes for, 388,083 against, and 170,884 abstentions.

Positive

  • None.

Negative

  • None.

Insights

Shareholders backed the full board slate and authorized a new nonvoting stock class.

Shareholders of OptimumBank Holdings, Inc. showed solid engagement, with 73.91% of eligible shares represented. All six director nominees received strong support, each drawing roughly 6.5 million votes in favor versus about 0.3 million withheld, alongside over 2.1 million broker non-votes.

The approved amendment authorizing a class of nonvoting common stock gives the company an additional equity class to issue without conferring voting rights. The filing does not detail intended issuance levels or timing, so actual effects will depend on how and when this new class is used.

Auditor ratification was nearly unanimous, with 8,947,652 votes in favor and limited opposition, suggesting broad shareholder comfort with the current audit relationship. Approval of the adjournment proposal provides procedural flexibility if future meetings require extra time to secure votes on key items.

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, and exhibit attachments filed with this report.
Shares outstanding 12,166,437 shares Common stock outstanding as of the record date for the 2026 annual meeting
Shares represented 8,991,733 shares Shares present in person or by proxy at the 2026 annual meeting
Quorum percentage 73.91% Portion of outstanding shares eligible to vote and represented at the meeting
Nonvoting stock approval votes for 6,699,923 votes Votes in favor of authorizing a class of nonvoting common stock
Nonvoting stock approval votes against 172,576 votes Votes against the amendment authorizing nonvoting common stock
Auditor ratification votes for 8,947,652 votes Votes in favor of ratifying Hacker, Johnson & Smith, P.A. as 2026 auditor
Adjournment proposal votes for 8,432,766 votes Votes supporting authority to adjourn the annual meeting if needed
broker non-vote financial
"each director received votes for, withheld, and 2,111,611 broker non-votes"
nonvoting common stock financial
"To approve an amendment ... to authorize a class of nonvoting common stock"
independent auditor financial
"To ratify the appointment of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
abstain financial
"For | | Against | | Abstain 6,699,923 | | 172,576 | | 7,623"
adjourn the annual meeting financial
"To adjourn the annual meeting in the event there are not sufficient votes"
Understanding 8-K Material Events →
false 0001288855 0001288855 2026-04-28 2026-04-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 28, 2026

 

OPTIMUMBANK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Florida   001-42447   55-0865043

(State or other jurisdiction

of incorporation)

  

(Commission

file number)

  

(IRS employer

identification no.)

 

2929 East Commercial Boulevard       33308
Ft. Lauderdale, Florida       (Zip Code)
(Address of principal executive offices)        

 

(954) 776-2332

(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 (see General Instruction A.2. below):

 

☐ 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 registeredTrading Symbol(s)   Name of exchange on which registered
Common Stock OPHC   NYSE American

 

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 1933 (§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.

 

The 2026 annual meeting of shareholders of OptimumBank Holdings, Inc. (the “Company”) was held on April 28, 2026. There were 12,166,437 shares of common stock outstanding as of the record date for the annual meeting, of which 8,991,733 were present in person or by proxy at the meeting, representing 73.91% of the outstanding shares eligible to vote. The voting results of the meeting are:

 

Proposal 1 - To elect six directors:

 

   For   Withhold   Broker Non-Vote 
(1) Moishe Gubin   6,511,892    368,230    2,111,611 
(2) Joel Klein   6,571,984    308,138    2,111,611 
(3) Avi Zwelling   6,547,745    332,377    2,111,611 
(4) Thomas Procelli   6,570,311    309,811    2,111,611 
(5) Michael Blisko   6,548,921    331,201    2,111,611 
(6) Steven Newman   6,548,921    331,201    2,111,611 

 

Proposal 2 – To approve an amendment to the Company’s Articles of Incorporation to authorize a class of nonvoting common stock:

 

For   Against   Abstain
6,699,923   172,576   7,623

 

Proposal 3 – To ratify the appointment of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor for the 2026 fiscal year:

 

For   Against   Abstain
8,947,652   20,338   23,743

 

Proposal 4 – To adjourn the annual meeting in the event there are not sufficient votes to approve one or more of the foregoing proposals:

 

For   Against   Abstain
8,432,766   388,083   170,884

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number  

 

Exhibit Name

   Filed Herewith
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)   *

 

 

 

 

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.

 

OPTIMUMBANK HOLDINGS, INC.  
     
Date: May 4, 2026  
     
By: /s/ Moishe Gubin  
  Moishe Gubin  
  Chairman of the Board of Directors  

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did OptimumBank (OPHC) shareholders vote on at the 2026 annual meeting?

Shareholders voted to elect six directors, authorize a new class of nonvoting common stock, ratify Hacker, Johnson & Smith, P.A. as independent auditor for 2026, and approve a proposal allowing adjournment of the meeting if additional time were needed to secure votes.

How many OptimumBank (OPHC) shares were represented at the 2026 annual meeting?

A total of 8,991,733 OptimumBank shares were represented in person or by proxy, out of 12,166,437 shares outstanding as of the record date. This represents 73.91% of the shares eligible to vote at the 2026 annual meeting.

Did OptimumBank (OPHC) shareholders approve the nonvoting common stock amendment?

Yes, shareholders approved the amendment to authorize a class of nonvoting common stock. The proposal received 6,699,923 votes for, 172,576 votes against, and 7,623 abstentions, indicating clear support for adding this new nonvoting equity class to the company’s capital structure.

Who was elected to OptimumBank’s (OPHC) board at the 2026 meeting?

Shareholders elected six directors: Moishe Gubin, Joel Klein, Avi Zwelling, Thomas Procelli, Michael Blisko, and Steven Newman. Each nominee received roughly 6.5 million votes in favor, with about 0.3 million votes withheld and 2,111,611 broker non-votes recorded for each seat.

Was OptimumBank’s (OPHC) auditor ratified for the 2026 fiscal year?

Yes, shareholders ratified Hacker, Johnson & Smith, P.A. as OptimumBank’s independent auditor for the 2026 fiscal year. The ratification received 8,947,652 votes for, 20,338 votes against, and 23,743 abstentions, reflecting strong overall support for continuing the existing audit engagement.

What was the result of the OptimumBank (OPHC) adjournment proposal at the 2026 meeting?

The proposal to adjourn the annual meeting if there were insufficient votes for any item was approved. It received 8,432,766 votes for, 388,083 votes against, and 170,884 abstentions, giving the company flexibility to extend future meetings if additional voting time is required.

Filing Exhibits & Attachments

3 documents

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