PCB Bancorp (NASDAQ: PCB) investors back board, pay and 2026 auditor

Rhea-AI Filing Summary

PCB Bancorp reported the results of its annual shareholder meeting held on May 27, 2026. As of the March 31, 2026 record date, 14,231,423 common shares were outstanding, and 10,029,076 shares were represented, equal to 70.47% of shares entitled to vote.

Shareholders elected eight directors, with each nominee receiving more votes for than withheld and significant broker non-votes recorded on the director slate. An advisory vote on executive compensation passed, with 8,493,476 votes for versus 138,194 against and 10,060 abstentions.

Shareholders also ratified the appointment of Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 10,015,747 votes for, 12,926 against, and 403 abstentions, and no broker non-votes recorded on this item.

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 outstanding: 14,231,423 shares Shares represented at meeting: 10,029,076 shares Meeting participation rate: 70.47% +4 more

7 metrics

Shares outstanding 14,231,423 shares Common stock outstanding as of March 31, 2026 record date

Shares represented at meeting 10,029,076 shares Shares presented and voted at annual meeting (70.47% of entitled)

Meeting participation rate 70.47% Percentage of issued and outstanding shares entitled to vote that were represented

Say-on-pay votes for 8,493,476 shares Votes for advisory executive compensation proposal

Say-on-pay votes against 138,194 shares Votes against advisory executive compensation proposal

Auditor ratification votes for 10,015,747 shares Votes for ratifying Crowe LLP as 2026 independent auditor

Director example votes for 8,632,164 shares Votes for director nominee Daniel Cho

Key Terms

broker non-vote, advisory vote on executive compensation, independent registered public accounting firm, emerging growth company

4 terms

broker non-vote financial

"Nominee | Votes For | Votes Withheld | Broker Non-Vote"

advisory vote on executive compensation financial

"advisory vote on executive compensation; and 3.ratification"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"Crowe LLP as the Company’s independent registered public accounting firm"

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.

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters"

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.

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Understanding 8-K Material Events →

0001423869False00014238692026-05-272026-05-27

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 27, 2026

PCB BANCORP

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation)

001-38621 (Commission File Number)

20-8856755 (I.R.S. Employer Identification No.)

3701 Wilshire Boulevard, Suite 900 Los Angeles, California (Address of principal offices)

90010 (Zip Code)

Registrant’s telephone number, including area code: (213) 210-2000

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			Trading Symbol(s)			Name of each exchange on which registered
Common stock, no par value			PCB			Nasdaq Global Select 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 Vote of Security Holders

The annual meeting of shareholders of PCB Bancorp (the “Company”) was held on May 27, 2026. As of March 31, 2026, the voting record date for the meeting, there were 14,231,423 shares of the Company’s common stock outstanding. At the meeting, the shareholders voted on the following items:

1.election of directors;

2.advisory vote on executive compensation; and

3.ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

A total of 10,029,076 shares of the Company's common stock were presented and voted at the meeting, constituting 70.47% of the issued and outstanding shares of the Company's common stock entitled to vote at the meeting.

The results of the items voted on are as follows:

Proposal No.1 Election of directors of the Company

Nominee						Votes For						Votes Withheld						Broker Non-Vote
Kijun Ahn						8,555,450						86,280						1,387,346
Daniel Cho						8,632,164						9,566						1,387,346
Haeyoung Cho						8,602,111						39,619						1,387,346
Janice Chung						8,632,060						9,670						1,387,346
Henry Kim						8,604,697						37,033						1,387,346
Sang Young Lee						8,009,952						631,778						1,387,346
Hong Kyun “Daniel” Park						8,386,020						255,710						1,387,346
Don Rhee						8,559,278						82,452						1,387,346

Each of the nominees noted above was elected to serve as members of the board of directors of the Company until the Company’s next annual meeting of shareholders and until their successors are duly elected and qualified.

Proposal No.2 Advisory vote on executive compensation

Vote Type						Total Shares
Votes For						8,493,476
Votes Against						138,194
Votes Abstain						10,060
Broker Non-Vote						1,387,346

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

Proposal No.3 Ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026

Vote Type						Total Shares
Votes For						10,015,747
Votes Against						12,926
Votes Abstain						403
Broker Non-Vote						—

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

2

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.

									PCB Bancorp
Date:			May 27, 2026						/s/ Timothy Chang
									Timothy Chang
									Senior Executive Vice President and Chief Financial Officer

3

FAQ

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

Shareholders voted on electing eight directors, approving an advisory vote on executive compensation, and ratifying Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. All three proposals received the required majority of votes cast.

How many PCB (PCB) shares were eligible and represented at the 2026 meeting?

As of the March 31, 2026 record date, PCB Bancorp had 14,231,423 common shares outstanding. At the annual meeting, 10,029,076 shares were presented and voted, representing 70.47% of the issued and outstanding shares entitled to vote at the meeting.

Were all PCB (PCB) director nominees elected at the 2026 annual meeting?

Yes. All eight director nominees, including Kijun Ahn, Daniel Cho, Haeyoung Cho, Janice Chung, Henry Kim, Sang Young Lee, Hong Kyun “Daniel” Park, and Don Rhee, received more votes for than withheld, so each was elected to serve until the next annual meeting.

Did PCB (PCB) shareholders approve the advisory vote on executive compensation?

Yes. The advisory vote on executive compensation passed with 8,493,476 shares voting for, 138,194 against, and 10,060 abstaining, plus 1,387,346 broker non-votes. The proposal required approval by a majority of votes cast and met that threshold.

Who is PCB (PCB) independent auditor for the year ending December 31, 2026?

Shareholders ratified the appointment of Crowe LLP as PCB Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 10,015,747 votes for, 12,926 against, and 403 abstentions, and no broker non-votes reported on this proposal.

Filing Exhibits & Attachments

3 documents

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