Shareholders back board slate at Old Second Bancorp (OSBC) annual meeting

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Old Second Bancorp, Inc. held its Annual Meeting of Stockholders on May 19, 2026. Of the 51,779,472 shares eligible to vote, 44,215,472 were represented in person or by proxy, representing approximately 85.39% of the outstanding shares.

Stockholders elected Class I directors Darin Campbell, Billy J. Lyons, Jr., Patti Temple Rocks, and John Williams, Jr. to terms expiring in 2029. The nominees received between 35,257,039 and 36,786,104 votes for, with broker non-votes of 4,815,715 on each. Stockholders also approved two additional proposals, which received 37,948,165 and 43,850,137 votes for, respectively.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares eligible to vote: 51,779,472 shares Shares represented: 44,215,472 shares Participation rate: 85.39% +4 more

7 metrics

Shares eligible to vote 51,779,472 shares Common stock eligible to vote at Annual Meeting

Shares represented 44,215,472 shares Represented in person or by proxy at Annual Meeting

Participation rate 85.39% Percentage of outstanding shares represented at meeting

Votes for Darin Campbell 36,786,104 votes Director election, Class I term expiring 2029

Votes for Billy J. Lyons, Jr. 35,257,039 votes Director election, Class I term expiring 2029

Votes for Proposal 1 (other) 37,948,165 votes for First non-director proposal voted by stockholders

Votes for Proposal 2 (other) 43,850,137 votes for Second non-director proposal voted by stockholders

Key Terms

Annual Meeting of Stockholders, Broker Non-Votes, Definitive Proxy Statement, Emerging growth company

4 terms

Annual Meeting of Stockholders regulatory

"On May 19, 2026, Old Second Bancorp, Inc. held its Annual Meeting of Stockholders"

Broker Non-Votes regulatory

"Name | Votes For | Votes Against | Abstentions | 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.

Definitive Proxy Statement regulatory

"Further detail on each of the matters voted on by the stockholders is available in the Company’s Definitive Proxy Statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/20/2026 - 10:30 AM

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 19, 2026

(Exact name of registrant as specified in its charter)


Delaware	000-10537	36-3143493
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

37 South River Street
Aurora, Illinois 60507
(Address of principal executive offices) (Zip code)

(630) 892-0202
(Registrant’s telephone number, including area code)

N/A

(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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OSBC	The Nasdaq Stock Market

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

On May 19, 2026, Old Second Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Of the 51,779,472 shares of common stock eligible to vote at the Annual Meeting, 44,215,472 shares were represented in person or by proxy, representing approximately 85.39% of the outstanding shares. At the Annual Meeting, the stockholders elected Darin Campbell, Billy J. Lyons, Jr., Patti Temple Rocks, and John Williams, Jr. as Class I directors to serve a term expiring in 2029, and voted on the two additional proposals listed below. Further detail on each of the matters voted on by the stockholders is available in the Company’s Definitive Proxy Statement.

The final results of voting on each of the matters submitted to a vote of common stockholders during the Annual Meeting are as follows:

1)	Election of four Class I directors to serve a three-year term expiring in 2029 and until their respective successors are duly elected and qualified:


Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Darin Campbell	36,786,104	2,481,638	132,015	4,815,715
Billy J. Lyons, Jr.	35,257,039	4,002,995	139,723	4,815,715
Patti Temple Rocks	36,209,014	3,057,423	133,320	4,815,715
John Williams, Jr.	36,523,715	2,742,721	133,321	4,815,715

2)	A non-binding, advisory vote, to approve the compensation of our named executive officers (the “say-on-pay” vote):


Votes For	Votes Against	Abstentions	Broker Non-Votes
37,948,165	726,935	724,657	4,815,715

3)	A proposal to ratify Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026:


Votes For	Votes Against	Abstentions	Broker Non-Votes
43,850,137	259,581	105,754	0

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.


	OLD SECOND BANCORP, INC.


Dated: May 20, 2026	By:	/s/ Bradley S. Adams
		Bradley S. Adams
		Executive Vice President,
		Chief Operating Officer and
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Old Second Bancorp (OSBC) report from its 2026 annual meeting?

Old Second Bancorp reported results from its May 19, 2026 Annual Meeting of Stockholders. Shareholders elected four Class I directors to terms expiring in 2029 and approved two additional proposals, all based on vote results detailed in the meeting disclosure.

How many Old Second Bancorp (OSBC) shares were represented at the 2026 meeting?

At the Annual Meeting, 44,215,472 shares were represented in person or by proxy. This was out of 51,779,472 shares of common stock eligible to vote, representing approximately 85.39% of the company’s outstanding shares at the meeting.

Which directors were elected at Old Second Bancorp’s 2026 annual meeting?

Stockholders elected Darin Campbell, Billy J. Lyons, Jr., Patti Temple Rocks, and John Williams, Jr. as Class I directors. Each will serve a term expiring in 2029, based on majority support reflected in the detailed vote tallies disclosed.

How strong was support for Old Second Bancorp (OSBC) director nominees?

Support for the four director nominees was solid, with votes for ranging from 35,257,039 to 36,786,104. Each nominee also had votes against and abstentions, plus 4,815,715 broker non-votes reported in the director election table.

What were the voting results on the non-director proposals for OSBC?

Stockholders voted on two additional proposals beyond the director elections. One proposal received 37,948,165 votes for, 726,935 against, and 724,657 abstentions. Another proposal received 43,850,137 votes for, 259,581 against, and 105,754 abstentions, with no broker non-votes reported.

Where can investors find more detail on Old Second Bancorp’s 2026 vote items?

More detail on each matter submitted to stockholders is available in Old Second Bancorp’s Definitive Proxy Statement. The meeting disclosure references this document for full descriptions of the director elections and the two additional proposals considered.

Filing Exhibits & Attachments

3 documents