Oak Valley Bancorp shareholders approve 2026 director slate

Oak Valley Bancorp held its Annual Meeting of Shareholders on June 16, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Oak Valley Bancorp held its Annual Meeting of Shareholders on June 16, 2026. Shareholders elected four directors, with votes in favor ranging from 4,063,052 to 4,129,734, and 1,714,230 non-votes recorded for each directorship.

Another matter on the agenda received 5,784,186 votes for, 182,248 against, 11,218 abstentions and no non-votes, indicating broad shareholder support for that item.

8-K Event Classification

2 items: 5.07, 9.01

2 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, or exhibit attachments filed with this report.

Key Figures

Votes for Christopher M. Courtney: 4,129,734 votes Votes for Lynn R. Dickerson: 4,064,120 votes Votes for Allison C. Lafferty: 4,126,142 votes +5 more

8 metrics

Votes for Christopher M. Courtney 4,129,734 votes Director election at Annual Meeting June 16, 2026

Votes for Lynn R. Dickerson 4,064,120 votes Director election at Annual Meeting June 16, 2026

Votes for Allison C. Lafferty 4,126,142 votes Director election at Annual Meeting June 16, 2026

Votes for Terrance P. Withrow 4,063,052 votes Director election at Annual Meeting June 16, 2026

Director non-votes 1,714,230 non-votes Same non-vote count for each director election

Votes for additional proposal 5,784,186 votes Other matter voted on at Annual Meeting June 16, 2026

Votes against additional proposal 182,248 votes Other matter voted on at Annual Meeting June 16, 2026

Abstentions on additional proposal 11,218 votes Other matter voted on at Annual Meeting June 16, 2026

Key Terms

Annual Meeting of Shareholders, Non-Votes, abstain, Emerging growth company, +1 more

5 terms

Annual Meeting of Shareholders financial

"At the Annual Meeting of Shareholders held June 16, 2026, the following matters were submitted"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Non-Votes financial

"with the indicated number of abstentions ... and with the indicated number of Non-Votes"

Non-votes are shares present at a shareholder meeting for which no affirmative or negative choice is recorded, either because the owner abstains or an intermediary lacks authority to cast a ballot. Think of it as people in a room who listen but don’t raise a hand; they reduce the number of active votes and can change whether a proposal meets the required approval threshold. Investors watch non-votes because they affect outcomes and signal shareholder disengagement.

abstain financial

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote"

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.

Submission of Matters to a Vote of Security Holders regulatory

"Item 5.07 Submission of Matters to a Vote of Security Holders."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Oak Valley Bancorp (OVLY) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing four directors and one additional matter. Director nominees each received over 4.06 million votes in favor, with 1,714,230 non-votes. The additional agenda item received 5,784,186 votes for, 182,248 against, and 11,218 abstentions, with no non-votes.

Were the Oak Valley Bancorp (OVLY) director nominees elected at the June 16, 2026 meeting?

Yes. All four listed nominees received strong support, with for votes between 4,063,052 and 4,129,734. Withheld votes ranged from 133,688 to 200,370 and 1,714,230 non-votes were recorded for each nominee, indicating each candidate secured a clear majority of votes cast.

How many votes did Oak Valley Bancorp (OVLY) director Christopher M. Courtney receive?

Christopher M. Courtney received 4,129,734 votes for election and 133,688 votes withheld, plus 1,714,230 non-votes. This for-vote total was the highest among the four director nominees, reflecting strong shareholder support relative to withheld votes at the 2026 annual meeting.

What were the voting results for the additional proposal at Oak Valley Bancorp’s 2026 meeting?

The additional agenda item received 5,784,186 votes for, 182,248 against, and 11,218 abstentions, with zero non-votes. These results show a very high level of approval among shares voted, with relatively few votes cast against or marked as abstentions on the proposal.

When was the Oak Valley Bancorp (OVLY) 2026 annual shareholders meeting held?

The Annual Meeting of Shareholders was held on June 16, 2026. At this meeting, investors voted on the election of four directors and at least one other matter, with detailed vote counts for each item reported in the company’s Form 8-K filed afterward.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 01:38 PM

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: June 16, 2026 (Date of earliest event reported)

Oak Valley Bancorp (Exact name of registrant as specified in its charter)

CA (State or other jurisdiction of incorporation)	001-34142 (Commission File Number)	26-2326676 (IRS Employer Identification Number)

125 N. Third Ave. Oakdale, CA (Address of principal executive offices)	95361 (Zip Code)

(209) 848-2265 (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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OVLY	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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.

At the Annual Meeting of Shareholders held June 16, 2026, the following matters were submitted to a vote of security holders with the indicated number of votes being cast for, against or withheld, and with the indicated number of abstentions:

To re-elect four (4) members of the Board of Directors of the Company to serve until the expiration of their three (3) year term or until their successors are duly elected and qualified.

	Number of Votes
	For	Withheld	Non-Votes
Christopher M. Courtney	4,129,734	133,688	1,714,230

Lynn R. Dickerson	4,064,120	199,302	1,714,230

Allison C. Lafferty	4,126,142	137,280	1,714,230

Terrance P. Withrow	4,063,052	200,370	1,714,230

To ratify the appointment of RSM US LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2026.

For		Against		Abstain		Non-Votes
5,784,186		182,248		11,218		0

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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

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.

Dated: June 17, 2026
	OAK VALLEY BANCORP

	By:	/s/ Jeffrey A. Gall
	Jeffrey A. Gall
	Executive Vice President, Chief Financial Officer
	and Corporate Secretary
	(Principal Financial Officer and duly authorized signatory)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents