Director resigns after Plumas Bancorp (NASDAQ: PLBC) annual shareholder vote

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Plumas Bancorp reported the results of its annual shareholder meeting held on May 20, 2026. Shareholders elected ten directors to the board, with each nominee receiving over 4.1 million votes in favor and relatively small opposition.

Shareholders also approved, on a non-binding basis, the company’s executive compensation, with 4,124,401 votes for, 87,414 against, and 59,371 abstentions, plus 1,340,454 broker non-votes. They ratified Elliott Davis, LLC as independent auditor for the year ending December 31, 2026 by 5,585,451 votes for, 13,142 against, and 13,047 abstentions. Director Kenneth E. Robison resigned from the board for personal reasons immediately after the meeting.

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 executive compensation: 4,124,401 votes Votes for auditor ratification: 5,585,451 votes Votes against auditor ratification: 13,142 votes +3 more

6 metrics

Votes for executive compensation 4,124,401 votes Non-binding advisory say-on-pay proposal at 2026 annual meeting

Votes for auditor ratification 5,585,451 votes Ratification of Elliott Davis, LLC for fiscal year ending December 31, 2026

Votes against auditor ratification 13,142 votes Opposition to ratifying Elliott Davis, LLC as independent auditor

Votes for Michonne R. Ascuaga 4,214,583 votes Director election at 2026 annual meeting

Votes for Kenneth E. Robison 4,113,136 votes Director election; Robison resigned immediately after the meeting

Broker non-votes (director elections) 1,340,454 votes Broker non-votes reported for each director nominee

Key Terms

non-binding advisory vote, broker non-votes, independent registered public accounting firm, Annual Meeting of Shareholders, +1 more

5 terms

non-binding advisory vote financial

"approval of a non-binding advisory vote on the Company’s executive compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes financial

"Abstentions | Broker Non- Votes Michonne R. Ascuaga | 4,214,583 | 56,603 | n/a | 1,340,454"

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.

independent registered public accounting firm financial

"the Company ratified the appointment of Elliott Davis, LLC 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.

Annual Meeting of Shareholders financial

"At the Annual Meeting of Shareholders of Plumas Bancorp held on May 20, 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.

solicitation of proxies financial

"These matters were submitted to a vote through the solicitation of proxies"

Solicitation of proxies is the process by which a company or a shareholder asks other shareholders to authorize their votes on corporate matters by signing or submitting a proxy form. Think of it like asking friends to sign a permission slip on your behalf so a decision can be made without everyone attending; it matters to investors because proxy campaigns determine control of the board, approval of major deals or policies, and can signal contested management battles that affect share value and strategy.

Understanding 8-K Material Events →

05/21/2026 - 12:13 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) May 20, 2026

Plumas Bancorp

(Exact name of registrant as specified in its charter)

California	000-49883	75-2987096
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

5525 Kietzke Lane, Suite 100, Reno, Nevada	89511
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (775) 786-0907

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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol	Name of Each Exchange on which Registered:
Common Stock, no par value	PLBC	The NASDAQ Stock Market LLC

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

At the Annual Meeting of Shareholders of Plumas Bancorp held on May 20, 2026, the shareholders voted on (i) the election of ten directors for the next year, (ii) approval of a non-binding advisory vote on the Company’s executive compensation, and (iii) the ratification of the appointment of Elliott Davis, LLC as our independent auditors for the fiscal year ending December 31, 2026. These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:

Proposal #1: Election of Directors

The stockholders of the Company elected each of the ten director nominees to serve on the Company’s Board of Directors (the “Board”) for a term to expire at the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. The votes on Proposal 1 were as follows:

Nominee	Votes For Nominee	Votes Withheld or Against Nominee	Abstentions	Broker Non- Votes
Michonne R. Ascuaga	4,214,583	56,603	n/a	1,340,454
Steven M. Coldani	4,200,945	70,241	n/a	1,340,454
Kevin Foster	4,216,605	54,581	n/a	1,340,454
Richard F. Kenny	4,216,231	54,955	n/a	1,340,454
Robert J. McClintock	4,204,088	67,098	n/a	1,340,454
Heidi S. O’Gara	4,175,747	95,439	n/a	1,340,454
Sushil A. Patel	4,188,310	82,876	n/a	1,340,454
Kenneth E. Robison	4,113,136	158,050	n/a	1,340,454
Andrew J. Ryback	4,208,338	62,848	n/a	1,340,454
Daniel E. West	4,197,112	74,074	n/a	1,340,454

Kenneth E. Robison resigned from the Plumas Bancorp Board of Directors for personal reasons immediately following the Plumas Bancorp Annual Shareholder Meeting held on May 20, 2026.

Proposal #2: Non-Binding Advisory Vote on Executive Compensation

On the proposal for the approval of non-binding advisory vote on executive compensation the voting results were as follows:

For	Against	Abstain	Broker Non-Votes
4,124,401	87,414	59,371	1,340,454

Proposal #3: Ratification of the Appointment of Independent Auditors

The stockholders of the Company ratified the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on Proposal 3 were as follows:

For	Against	Abstain
5,585,451	13,142	13,047

Item 9.01 Exhibits

Number Description

104 Cover Page Interactive Data File

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.

	Plumas Bancorp (Registrant)

May 21, 2026	By:	/s/ Richard L. Belstock
		Name: Richard L. Belstock Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Plumas Bancorp (PLBC) shareholders approve at the 2026 annual meeting?

Shareholders elected ten directors, approved a non-binding advisory vote on executive compensation, and ratified Elliott Davis, LLC as independent auditor for 2026. Each director received more than 4.1 million votes in favor, and auditor ratification drew 5,585,451 votes for.

How did Plumas Bancorp (PLBC) shareholders vote on executive compensation?

Shareholders approved the non-binding advisory proposal on executive compensation with 4,124,401 votes for, 87,414 against, and 59,371 abstentions, plus 1,340,454 broker non-votes. This advisory outcome indicates shareholder support for the company’s current executive pay practices as presented.

Which auditing firm did Plumas Bancorp (PLBC) shareholders ratify for 2026?

Shareholders ratified Elliott Davis, LLC as Plumas Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 5,585,451 for, 13,142 against, and 13,047 abstentions, showing strong support for retaining the current auditor.

Were all Plumas Bancorp (PLBC) director nominees elected at the 2026 meeting?

All ten director nominees were elected to the board for terms expiring at the 2027 annual meeting. Each nominee received between roughly 4.11 million and 4.22 million votes for and comparatively low votes withheld or against, plus 1,340,454 broker non-votes per nominee.

Did any Plumas Bancorp (PLBC) director resign following the 2026 annual meeting?

Director Kenneth E. Robison resigned from the Plumas Bancorp board for personal reasons immediately after the May 20, 2026 annual shareholder meeting. He had just been re-elected with 4,113,136 votes for and 158,050 votes withheld or against, with 1,340,454 broker non-votes.

Filing Exhibits & Attachments

4 documents