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Riverview Bancorp (RVSB) Board Elections Pass; Say-on-Pay Approved

Riverview Bancorp, Inc. reported results from its annual meeting where shareholders elected three directors to three-year terms and approved executive compensation in a non-binding vote.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Riverview Bancorp, Inc. reported results from its annual meeting where shareholders elected three directors to three-year terms and approved executive compensation in a non-binding vote. Directors Patricia W. Eby, Mr. Nies and Valerie Moreno were re-elected to serve until the next three-year cycle, while several incumbent directors continued their terms. The advisory vote on named executive officers' pay passed with 9,117,649 votes in favor, 5,295,647 against and 663,608 abstentions. The company also disclosed that updated presentation materials from the meeting are filed as Exhibit 99.1.

Positive

  • Board continuity maintained with the election of Patricia W. Eby, Mr. Nies and Valerie Moreno to standard three-year terms
  • Advisory approval of executive compensation passed, giving the board a mandate to continue current pay practices
  • Presentation materials filed as Exhibit 99.1, increasing disclosure and transparency for shareholders

Negative

  • Substantial shareholder opposition/abstention on say-on-pay (5,295,647 against and 663,608 abstentions), indicating investor concerns about executive compensation
  • No financial statements or material transactions disclosed in this report, so it provides limited insight into operational or financial performance

Insights

TL;DR: Board continuity maintained; say-on-pay passed but with notable opposition.

The re-election of Patricia W. Eby, Mr. Nies and Valerie Moreno preserves board continuity and governance stability. The non-binding advisory approval of executive compensation carried, but the roughly 37% combined opposition and abstention (5,959,255 votes) signals a meaningful minority concern about pay policies. Filing the updated presentation as Exhibit 99.1 is routine transparency for investor outreach.

TL;DR: Routine meeting outcomes with potential governance signal from compensation vote.

Shareholder support was sufficient for board and compensation proposals, so no immediate operational impact is indicated by the disclosures. However, the size of the dissent on the advisory pay vote could prompt management to engage with investors on compensation design in future proxy cycles. There are no financial statements or material transactions disclosed in this report.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

Who was elected to Riverview Bancorp's (RVSB) board at the annual meeting?
Shareholders elected Patricia W. Eby, Mr. Nies and Valerie Moreno to three-year terms; other incumbent directors continued their terms.

What were the results of the advisory vote on executive compensation (RVSB)?
The non-binding say-on-pay vote passed with 9,117,649 votes in favor, 5,295,647 against and 663,608 abstentions.

Did Riverview Bancorp (RVSB) file supporting materials from the annual meeting?
Yes. The company filed updated presentation materials from the annual meeting as Exhibit 99.1.

Does this 8-K disclose any financial statements or material transactions for RVSB?
No. The report does not include financial statements or disclose material transactions; it focuses on meeting results and exhibits.

Is the advisory vote on compensation binding for Riverview Bancorp (RVSB)?
No. The advisory vote is non-binding; it informs the board of shareholder sentiment but does not legally compel change.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 28, 2025

RIVERVIEW BANCORP, INC.
(Exact name of registrant as specified in its charter)

Washington
000-22957
91-1838969
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

900 Washington Street, Suite 900, Vancouver, Washington
98660
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (360) 693-6650

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))
 
Securities registered pursuant to Section12(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
  
RVSB
   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 (§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
(a)
The Annual Meeting of the Riverview Bancorp, Inc. (the “Company”) was held on August 28, 2025 (“Annual Meeting”).
(b)
There were a total of 20,976,198 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 15,076,904 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposal was submitted by the Board of Directors to a vote of stockholders:
Proposal 1.  Election of Directors.  The following individuals were elected as directors:
 
FOR
  
WITHHELD
  
BROKER
NON-
VOTES
 
No. of
votes
  
Percentage
of
Shares
present
  
No. of
Votes
  
Percentage
of
shares
present
  
No. of
votes
Patricia W. Eby
14,226,073
  
94.36
    
850,831
  
5.64
  
-
Gerald L. Nies
14,343,643
  
95.14
    
733,261
  
4.86
  
-
Valerie Moreno
13,996,541
  
92.83
    
1,080,363
  
7.17
  
-
Based on the votes set forth above, Ms. Eby, Mr. Nies and Ms. Moreno were duly elected to serve as directors of the Company for a three-year term expiring at the annual meeting of stockholders in 2028 and until their respective successors have been duly elected and qualified.
The terms of Directors Bradley J. Carlson, Bess R. Wills, Larry A. Hoff, Stacey A. Graham and B. Nicole Sherman continued.
(c) None.

Proposal 2. An advisory (non-binding) vote to approve our executive compensation.  This proposal received the following votes:
For
  
Percentage
of
shares
present
  
Against
  
Percentage
of
shares
present
  
Abstain
  
Percentage
of
shares
present
  
Broker
Non-Votes
9,117,649
  
60.47
  
5,295,647
  
35.12
  
663,608
  
4.40
  
-
Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by stockholders.

Item 7.01 Regulation FD Disclosure.*

The Company prepared updated materials that were presented at the Annual Meeting of Stockholders.  A copy of the updated materials are attached to this Form 8-K as Exhibit 99.1

Item 9.01. Financial Statements and Exhibits.*

(d)   Exhibits

             99.1 Riverview Bancorp, Inc. Materials Presented at the Annual Meeting of Stockholders on August 28, 2025
             104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


___________________
* The information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of Riverview Bancorp, Inc. under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.



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.

 
RIVERVIEW BANCORP, INC.
 
 
 
 
Date:  September 2, 2025
/S/ David Lam                           
 
David Lam
Executive Vice President and
  Chief Financial Officer
(Principal Financial Officer)


Source: View Original Filing on SEC EDGAR