Shareholder vote tallies at Rhinebeck Bancorp (NASDAQ: RBKB) 2026 annual meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rhinebeck Bancorp, Inc. reported the final voting results from its Annual Meeting of Stockholders held on May 19, 2026. Stockholders voted on the election of four directors and two additional proposals.

Director nominees received between 9,080,423 and 9,654,863 votes "For," with between 35,433 and 609,873 votes "Withhold," and 759,877 broker non-votes on each director item. One proposal received 10,412,954 votes "For," 34,549 "Against" and 2,670 abstentions. Another proposal received 9,545,385 votes "For," 134,792 "Against," 10,119 abstentions and 759,877 broker non-votes.

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

Meeting date: May 19, 2026 Irwin director votes for: 9,080,423 votes Smith director votes for: 9,654,863 votes +4 more

7 metrics

Meeting date May 19, 2026 Date of Annual Meeting of Stockholders

Irwin director votes for 9,080,423 votes William C. Irwin, two-year term

Smith director votes for 9,654,863 votes Matthew J. Smith, three-year term

First proposal votes for 10,412,954 votes Non-director proposal with no broker non-votes listed

First proposal votes against 34,549 votes Non-director proposal

Second proposal votes for 9,545,385 votes Non-director proposal with broker non-votes

Broker non-votes (directors) 759,877 votes Broker non-votes on each director election

Key Terms

Annual Meeting of Stockholders, Broker Non-Votes, Emerging growth company, Common Stock, par value $0.01 per share

4 terms

Annual Meeting of Stockholders financial

"The Annual Meeting of Stockholders of Rhinebeck Bancorp, Inc. was held on May 19, 2026."

Broker Non-Votes financial

"Matthew J. Smith (three-year term) | 9,654,863 | 35,433 | 759,877"

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.

Emerging growth company regulatory

"Emerging growth company"

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 →

05/19/2026 - 04:04 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 19, 2026

Rhinebeck Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)


Maryland	001-38779	83-2117268
(State or Other Jurisdiction) of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

2 Jefferson Plaza, Poughkeepsie, New York		12601
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:(845) 454-8555

Not Applicable

(Former name or former address, if changed since last report)

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, par value $0.01 per share

RBKB

The NASDAQ Stock Market, LLC

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))

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.

The Annual Meeting of Stockholders of Rhinebeck Bancorp, Inc. (the “Company”) was held on May 19, 2026. The final results of the vote on each matter submitted to a vote of stockholders are as follows:

The following individuals were elected as directors of the Company. Three directors were elected to serve a three-year term, and one director was elected to serve a two-year term, as indicated below, each to hold office until their respective successors are duly elected and qualified. The voting results for each nominee were as follows:


	For	Withhold	Broker Non-Votes
William C. Irwin (two-year term)	9,080,423	609,873	759,877
Steven E. Howell (three-year term)	9,179,375	510,921	759,877
Sharon A. McGinnis (three-year term)	9,169,367	520,929	759,877
Matthew J. Smith (three-year term)	9,654,863	35,433	759,877

The appointment of Wolf & Company, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the following vote:


For	Against	Abstentions
10,412,954	34,549	2,670

The compensation of the Company's named executive officers, as described in the Company’s proxy statement dated April 15, 2026, was approved on an advisory (non-binding) basis by the following vote:


For	Against	Abstentions	Broker Non-Votes
9,545,385	134,792	10,119	759,877

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.


	RHINEBECK BANCORP, INC.



DATE: May 19, 2026	By: /s/ Kevin Nihill
	Kevin Nihill
	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Rhinebeck Bancorp (RBKB) disclose in its latest 8-K?

Rhinebeck Bancorp disclosed final voting results from its May 19, 2026 Annual Meeting of Stockholders. The filing reports detailed vote tallies for four director elections and two additional stockholder proposals, including for, against, abstention and broker non-vote counts.

How did Rhinebeck Bancorp (RBKB) stockholders vote on director nominees?

Four director nominees received strong support, with for votes ranging from 9,080,423 to 9,654,863. Withhold votes ranged from 35,433 to 609,873, and each director item recorded 759,877 broker non-votes, indicating substantial participation in the director election process.

What were the vote totals on Rhinebeck Bancorp’s first non-director proposal?

One proposal received 10,412,954 votes for, 34,549 against, and 2,670 abstentions. The large margin between for and against votes, based on these reported figures, shows clear numerical support among participating stockholders for this particular agenda item.

What were the results of the other proposal voted on at RBKB’s meeting?

Another proposal received 9,545,385 votes for, 134,792 against, and 10,119 abstentions, along with 759,877 broker non-votes. These figures indicate a substantial majority of votes cast were in favor, based strictly on the reported for and against tallies.

When was Rhinebeck Bancorp’s 2026 Annual Meeting held and who signed the report?

The Annual Meeting of Stockholders was held on May 19, 2026. The report summarizing voting results was signed on behalf of Rhinebeck Bancorp, Inc. by Kevin Nihill, who is identified in the document as the company’s Chief Financial Officer.

Filing Exhibits & Attachments

4 documents