Riverview Bancorp say-on-pay passes with 61% support

Q: What matters did Riverview Bancorp (RVSB) shareholders vote on at the August 27, 2026 annual meeting?

Shareholders voted on electing four directors, an advisory (non-binding) approval of executive compensation, and approval of the 2026 stock purchase plan. All proposals listed were approved based on the reported vote counts.

Q: How many Riverview Bancorp (RVSB) shares were eligible to vote and represented at the 2026 annual meeting?

There were 20,160,613 shares of common stock outstanding and entitled to vote. At the meeting, 13,933,637 shares were represented in person or by proxy, which the company states was sufficient to constitute a quorum.

Q: Were Riverview Bancorp (RVSB) directors re-elected or newly elected at the 2026 annual meeting?

Shareholders elected Bess R. Wills and Larry A. Hoff to three-year terms expiring at the 2029 annual meeting, and Jon L. Girod and Kourosh N. Zamanizadeh to one-year terms expiring at the 2027 annual meeting. The terms of five other directors continued unchanged.

Q: What was the outcome of Riverview Bancorp’s (RVSB) 2026 stock purchase plan proposal?

The 2026 stock purchase plan was approved, receiving 13,721,326 votes for (98.49% of shares present), 195,836 against (1.40%), and 16,475 abstentions (0.11%), with no broker non-votes. The filing states that shareholders approved the adoption of the plan.

Riverview Bancorp shareholders approved an advisory say-on-pay and a 2026 stock purchase plan, and the company amended bylaws to cut each board to nine members.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Riverview Bancorp, Inc. (RVSB) reports results of its August 27, 2026 annual meeting. Of 20,160,613 common shares outstanding and entitled to vote, 13,933,637 were represented in person or by proxy, establishing a quorum. Shareholders elected directors Bess R. Wills, Larry A. Hoff, Jon L. Girod and Kourosh N. Zamanizadeh for stated terms expiring in 2029 and 2027, respectively.

Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers and approved the adoption of the 2026 stock purchase plan. The boards of the Company and Riverview Bank also amended their bylaws to decrease the size of each board from 10 to 9 members, reflecting the retirement of Director Carlson. Updated materials presented at the annual meeting and the amended and restated bylaws were filed as exhibits.

Insights

Analyzing...

8-K Event Classification

4 items: 5.03, 5.07, 7.01, 9.01

4 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Key Figures

Shares outstanding and entitled to vote: 20,160,613 shares Shares represented at meeting: 13,933,637 shares Say-on-pay votes for: 8,512,601 votes (61.10%) +4 more

7 metrics

Shares outstanding and entitled to vote 20,160,613 shares Common stock outstanding and entitled to vote at the August 27, 2026 annual meeting

Shares represented at meeting 13,933,637 shares Shares present in person or by proxy at the August 27, 2026 annual meeting (quorum)

Say-on-pay votes for 8,512,601 votes (61.10%) Advisory vote to approve executive compensation at the 2026 annual meeting

Say-on-pay votes against 4,800,546 votes (34.45%) Advisory vote to approve executive compensation at the 2026 annual meeting

Votes for 2026 stock purchase plan 13,721,326 votes (98.49%) Proposal to approve adoption of the 2026 stock purchase plan

Votes against 2026 stock purchase plan 195,836 votes (1.40%) Proposal to approve adoption of the 2026 stock purchase plan

Board size change From 10 to 9 members Amendment of company and bank bylaws on August 27, 2026

Key Terms

broker non-votes, advisory (non-binding) vote, Regulation FD Disclosure, Amended and Restated Bylaws

4 terms

broker non-votes regulatory

"FOR, WITHHELD and BROKER NON-VOTES are reported for director elections"

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.

advisory (non-binding) vote regulatory

"Proposal 2. An advisory (non-binding) vote to approve our executive compensation"

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure.* The Company prepared updated materials"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Amended and Restated Bylaws regulatory

"Exhibit 3.2 Amended and Restated Bylaws of Riverview Bancorp, Inc."

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

FAQ

What matters did Riverview Bancorp (RVSB) shareholders vote on at the August 27, 2026 annual meeting?

Shareholders voted on electing four directors, an advisory (non-binding) approval of executive compensation, and approval of the 2026 stock purchase plan. All proposals listed were approved based on the reported vote counts.

How many Riverview Bancorp (RVSB) shares were eligible to vote and represented at the 2026 annual meeting?

There were 20,160,613 shares of common stock outstanding and entitled to vote. At the meeting, 13,933,637 shares were represented in person or by proxy, which the company states was sufficient to constitute a quorum.

Were Riverview Bancorp (RVSB) directors re-elected or newly elected at the 2026 annual meeting?

Shareholders elected Bess R. Wills and Larry A. Hoff to three-year terms expiring at the 2029 annual meeting, and Jon L. Girod and Kourosh N. Zamanizadeh to one-year terms expiring at the 2027 annual meeting. The terms of five other directors continued unchanged.

Did Riverview Bancorp (RVSB) shareholders approve executive compensation in 2026?

Yes. The advisory (non-binding) vote on executive compensation received 8,512,601 votes for (61.10% of shares present), 4,800,546 against (34.45%), and 620,490 abstentions (4.45%), with no broker non-votes reported. The compensation of named executive officers was approved.

What was the outcome of Riverview Bancorp’s (RVSB) 2026 stock purchase plan proposal?

The 2026 stock purchase plan was approved, receiving 13,721,326 votes for (98.49% of shares present), 195,836 against (1.40%), and 16,475 abstentions (0.11%), with no broker non-votes. The filing states that shareholders approved the adoption of the plan.

Did Riverview Bancorp (RVSB) change the size of its board of directors in 2026?

Yes. On August 27, 2026, the boards of the Company and Riverview Bank voted to decrease the size of each board from 10 to 9 members, in connection with the previously reported retirement of Director Carlson.

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Available on EDGAR 09/02/2026 - 01:29 PM Accepted by SEC EDGAR 09/02/2026 - 01:28 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): August 27, 2026

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 of $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 27, 2026 (“Annual Meeting”).
(b) There were a total of 20,160,613 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 13,933,637 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
Bess R. Wills	9,564,110	68.64		4,369,527	31.36	-
Larry A. Hoff	9,303,311	66.77		4,630,826	33.23	-
Jon L. Girod	13,846,924	99.38		86,713	0.62
Kourosh N. Zamanizadeh	13,756,681	98.73		176,956	1.27	-

Based on the votes set forth above, Ms. Wills and Mr. Hoff were duly elected to serve as directors of the Company for a three-year term expiring at the annual meeting of stockholders in 2029 and until their respective successors have been duly elected and qualified.

Based on the votes set forth above, Mr. Girod and Mr. Zamanizadeh were duly elected to serve as directors of the Company for a one-year term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified.

The terms of Directors Gerald L. Nies, Patricia W. Eby, Valerie Moreno, 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-Vote
8,512,601		61.10		4,800,546		34.45		620,490		4.45		-

Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by stockholders.

Proposal 3. Approval of the adoption of the 2026 stock purchase plan. This proposal received the following votes:

For		Percentage of shares present		Against		Percentage of shares present		Abstain		Percentage of shares present		Broker Non-Vote
13,721,326		98.49		195,836		1.40		16,475		0.11		-

Based on the votes set forth above, the adoption of the 2026 stock purchase plan was approved by stockholders.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)

On August 27, 2026, the Company and Riverview Bank’s Boards of Directors voted to amend the Company’s and the Bank’s Bylaws to decrease the size of the boards from ten (10) to nine (9) members pursuant to the retirement of Director Carlson as reported on a Form 8-K dated April 24, 2026.

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

3.2

Amended and Restated Bylaws of Riverview Bancorp, Inc.

99.1

Riverview Bancorp, Inc. Materials Presented at the Annual Meeting of Stockholders on August 27, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.