Pathfinder Bancorp (PBHC) shareholders reelect directors and ratify Bonadio & Company as 2026 auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Pathfinder Bancorp, Inc. held its 2026 Annual Meeting of Shareholders on June 4, 2026. Shareholders elected four directors — David Ayoub, William Barclay, James Dowd, and John Sharkey — each to a three-year term until their successors are elected and qualified.

Shareholders also ratified the appointment of Bonadio & Company, LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 3,981,917 votes cast in favor, 8,109 against, and 5,099 abstentions.

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, and exhibit attachments filed with this report.

Key Figures

Votes for David Ayoub: 2,988,385 votes Votes for William Barclay: 2,966,515 votes Votes for James Dowd: 3,052,032 votes +4 more

7 metrics

Votes for David Ayoub 2,988,385 votes Election as director for three-year term at 2026 Annual Meeting

Votes for William Barclay 2,966,515 votes Election as director for three-year term at 2026 Annual Meeting

Votes for James Dowd 3,052,032 votes Election as director for three-year term at 2026 Annual Meeting

Votes for John Sharkey 2,545,016 votes Election as director for three-year term at 2026 Annual Meeting

Votes for auditor ratification 3,981,917 votes Ratification of Bonadio & Company, LLP as auditor for year ending Dec. 31, 2026

Votes against auditor ratification 8,109 votes Ratification of Bonadio & Company, LLP as auditor for year ending Dec. 31, 2026

Abstentions on auditor ratification 5,099 votes Ratification of Bonadio & Company, LLP as auditor for year ending Dec. 31, 2026

Key Terms

Annual Meeting of Shareholders, independent registered public accounting firm, ratification, Submission of Matters to a Vote of Security Holders

4 terms

Annual Meeting of Shareholders regulatory

"The 2026 Annual Meeting of Shareholders of the Company was held on June 4, 2026."

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.

independent registered public accounting firm financial

"the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the 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.

ratification regulatory

"the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the year ending December 31, 2026."

Submission of Matters to a Vote of Security Holders regulatory

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/04/2026 - 01:26 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 (Date of earliest event reported): June 4, 2026

(Exact name of Registrant as specified in its charter)

Commission File Number: 001-36695


Maryland	38-3941859
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

214 West First Street, Oswego, NY 13126

(Address of Principal Executive Office) (Zip Code)

(315) 343-0057

(Issuer's Telephone Number including area code)

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 240.14d-2(b))
☐	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, $0.01 par value	PBHC	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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

The 2026 Annual Meeting of Shareholders of the Company was held on June 4, 2026. At the 2026 Annual Meeting, shareholders approved all of the proposals which included (i) the election of four directors, David Ayoub, William Barclay, James Dowd, and John Sharkey, each for a three-year term and until their successors have been elected and qualified; and (ii) the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the year ending December 31, 2026.

The following table reflects the tabulation of votes with respect to the election of the four directors at the 2026 Annual Meeting:


	Number of Votes


	For	Withheld	Non Votes
Director nominees for a three-year term:
David Ayoub	2,988,385	169,760	836,980
William Barclay	2,966,515	191,630	836,980
James Dowd	3,052,032	106,113	836,980
John Sharkey	2,545,016	613,129	836,980

The following table reflects the tabulation of votes with respect to the approval of the ratification of Bonadio & Company, LLP, as our independent registered public accounting firm for the year ending December 31, 2026:


For	Against	Abstain
3,981,917	8,109	5,099

Item 9.01– Financial Statements and Exhibits


(a)	Financial statements of businesses acquired. None.
(b)	Pro forma financial information. None.
(c)	Shell company transactions: None.
(d)	Exhibits.


	104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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.


			PATHFINDER BANCORP, INC.

Date:	June 4, 2026	By:	/s/ James A. Dowd
			James A. Dowd President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Pathfinder Bancorp (PBHC) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all proposals, including electing four directors to three-year terms and ratifying Bonadio & Company, LLP as independent auditor for the year ending December 31, 2026. These actions confirm the existing board slate and the company’s chosen external auditor.

Which directors were elected at Pathfinder Bancorp’s 2026 Annual Meeting?

Shareholders elected David Ayoub, William Barclay, James Dowd, and John Sharkey as directors for three-year terms, serving until their successors are elected and qualified. Each nominee received more votes “For” than “Withheld,” indicating shareholder support for the current board composition.

How did Pathfinder Bancorp (PBHC) shareholders vote on the auditor ratification?

Shareholders ratified Bonadio & Company, LLP as independent registered public accounting firm for 2026 with 3,981,917 votes “For,” 8,109 “Against,” and 5,099 “Abstain.” This strong approval supports continuity in the company’s external financial statement auditing relationship.

Were any business acquisitions or pro forma financials reported in this Pathfinder Bancorp 8-K?

No business acquisitions or pro forma financial information were reported. The filing explicitly states there were no financial statements of businesses acquired, no pro forma financial information, and no shell company transactions, indicating this report focused solely on shareholder meeting outcomes.

When and where was Pathfinder Bancorp’s 2026 Annual Meeting of Shareholders held?

The 2026 Annual Meeting of Shareholders was held on June 4, 2026. The filing identifies Pathfinder Bancorp’s principal executive office address in Oswego, New York, and reports the meeting’s vote outcomes on director elections and auditor ratification for the upcoming fiscal year.

Filing Exhibits & Attachments

1 document