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RBB Bancorp (RBB) shareholders elect board, approve pay and ratify auditor

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8-K

Rhea-AI Filing Summary

RBB Bancorp reported results of its 2026 Annual Meeting of Shareholders held on May 21, 2026. On the March 24, 2026 record date, 17,074,159 shares of common stock were issued, outstanding and entitled to vote, and shareholders holding 11,882,478 shares participated.

Nine director nominees were elected, each receiving over 9.29 million votes "for" and facing relatively low "withheld" votes, with 1,692,036 broker non-votes recorded for each nominee. Shareholders also approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with 9,961,044 votes for, 227,006 against and 2,392 abstentions, plus 1,692,036 broker non-votes.

Additionally, shareholders ratified the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 11,881,286 votes for, 179 against and 1,013 abstentions.

Positive

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Negative

  • None.
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.
Shares entitled to vote 17,074,159 shares Common stock issued, outstanding and entitled to vote as of March 24, 2026 record date
Shares represented at meeting 11,882,478 shares Common stock participating in 2026 Annual Meeting
Director vote example – Robert M. Franko 10,155,280 for / 35,162 withheld / 1,692,036 broker non-votes Proposal 1 director election
Director vote example – David R. Morris 9,455,919 for / 734,523 withheld / 1,692,036 broker non-votes Proposal 1 director election
Say-on-pay vote 9,961,044 for / 227,006 against / 2,392 abstain / 1,692,036 broker non-votes Proposal 2 executive compensation advisory approval
Auditor ratification vote 11,881,286 for / 179 against / 1,013 abstain Proposal 3 Crowe LLP ratification for FY ending December 31, 2026
broker non-votes financial
"Nine (9) nominees were elected to the Board with the following vote counts ... 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.
non-binding advisory basis financial
"The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, having received the following votes"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"The appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified"
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.
record date financial
"On March 24, 2026, the record date for the Annual Meeting, there were 17,074,159 shares"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Annual Meeting of Shareholders financial
"RBB Bancorp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)."
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.
Understanding 8-K Material Events →
false 0001499422 0001499422 2026-05-21 2026-05-21
 
 
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 22, 2026 (May 21, 2026)
 
 
RBB BANCORP
(Exact name of Registrant as Specified in Its Charter)
 
 
California
001-38149
27-2776416
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
1055 Wilshire Blvd., 12th Floor,
Los Angeles, California
 
90017
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (213) 627-9888
 
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 Instructions 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 exchange on which registered
Common Stock, No Par Value
  
RBB
  
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 a Vote of Security Holders.
 
On May 21, 2026, RBB Bancorp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”).
 
At the Annual Meeting, the shareholders of the Company:
 
 
●
Elected Robert M. Franko, Christina Kao, Dr. James Kao, Johnny Lee, Joyce Wong Lee, David R. Morris, Geraldine Pannu, Scott Polakoff, and Frank Wong to the board of directors of the Company (the “Board”);
 
●
Approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers; and
 
●
Ratified the appointment of Crowe LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026.
 
On March 24, 2026, the record date for the Annual Meeting, there were 17,074,159 shares of Company common stock issued, outstanding and entitled to vote. Shareholders holding 11,882,478 shares of Company common stock participated in the Annual Meeting, in person, by webcast, telephonically or by proxy. The results of the matters voted upon at the 2026 Annual Meeting were as follows:
 
Proposal 1: Nine (9) nominees were elected to the Board with the following vote counts:
 
 
FOR
WITHHELD
BROKER NON-VOTES
Robert M. Franko
10,155,280
 35,162
1,692,036
Christina Kao
 10,061,397 129,045
1,692,036
Dr. James W. Kao
10,165,335
 25,107
1,692,036
Johnny Lee
10,178,177
 12,265
1,692,036
Joyce Wong Lee
 10,166,257 24,185
1,692,036
David R. Morris
 9,455,919 734,523
1,692,036
Geraldine Pannu
 10,147,941 42,501
1,692,036
Scott Polakoff
 9,294,784 895,658
1,692,036
Frank Wong 10,155,109 35,333 1,692,036
 
Proposal 2: The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, having received the following votes:
 
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
9,961,044
227,006
2,392
1,692,036
 
Proposal 3: The appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, having received the following votes:
 
FOR
AGAINST
ABSTAIN
11,881,286
179
1,013
 
 
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 thereunto duly authorized.
 
 
 
RBB BANCORP
(Registrant)
 
 
 
 
Date: May 22, 2026
 
By:
/s/ Lynn M. Hopkins
 
 
 
Lynn M. Hopkins
      EVP and Chief Financial Officer
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What did RBB (RBB Bancorp) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing nine directors, approving named executive officer compensation on a non-binding advisory basis, and ratifying Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026, according to the disclosed vote totals.

How many RBB common shares were entitled to vote at the 2026 Annual Meeting?

On the March 24, 2026 record date, 17,074,159 shares of RBB Bancorp common stock were issued, outstanding and entitled to vote. This figure defines the maximum possible voting power at the 2026 Annual Meeting as reported in the disclosure.

How many RBB shares were represented at the 2026 Annual Meeting of Shareholders?

Shareholders holding 11,882,478 shares of RBB Bancorp common stock participated in the 2026 Annual Meeting. Participation occurred in person, by webcast, telephonically or by proxy, as reflected in the company’s reported meeting results.

Were RBB Bancorp’s director nominees elected at the 2026 Annual Meeting?

Yes, all nine RBB Bancorp director nominees were elected. Each nominee received over 9.29 million votes “for,” relatively low “withheld” votes, and 1,692,036 broker non-votes, showing sufficient support for board election under the company’s voting standards.

Did RBB shareholders approve executive compensation on a say-on-pay basis in 2026?

RBB Bancorp shareholders approved the compensation of the company’s named executive officers on a non-binding advisory basis. The proposal received 9,961,044 votes for, 227,006 against, 2,392 abstentions, and 1,692,036 broker non-votes, as detailed in the voting results.

Who is RBB Bancorp’s auditor for the year ending December 31, 2026?

RBB Bancorp shareholders ratified Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 11,881,286 votes for, 179 against, and 1,013 abstentions according to the reported tally.

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