Item 5.07Submission of Matters to a Vote of Security Holders.
The 2026 annual meeting of shareholders (the “Annual Meeting”) of SmartFinancial, Inc. (the “Company”) was held on May 21, 2026. Of the 17,098,473 shares of common stock of the Company outstanding as of the record date for the Annual Meeting, 13,783,833 shares, or 80.61%, were present at the meeting in person or by proxy. At the Annual Meeting, Cathy G. Ackermann, Victor L. Barrett, William (“Billy”) Y. Carroll, Jr., William (“Bill”) Y. Carroll, Sr., David A. Ogle, Kelli D. Shomaker, Steven B. Tucker, Wesley M. (“Miller”) Welborn, Keith E. Whaley, O.D., and Geoffrey A. Wolpert were elected as directors of the Company, to serve in such capacity until the 2027 annual meeting of Company shareholders. Additionally, at the Annual Meeting, the Company’s shareholders ratified the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The shareholders also approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”).
The final voting results for each proposal put to a vote at the Annual Meeting, all of which were described in the Proxy Statement, are set forth below.
Proposal 1: Election of Directors. The Company’s shareholders elected each director nominee by the vote indicated for each such nominee below:
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NAME | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES |
Cathy G. Ackermann | 11,212,957 | 192,168 | 2,378,708 |
Victor L. Barrett | 10,932,499 | 472,626 | 2,378,708 |
William ("Billy") Y. Carroll Jr. | 11,133,366 | 271,759 | 2,378,708 |
William ("Bill") Y. Carroll Sr. | 11,070,801 | 334,324 | 2,378,708 |
David A. Ogle | 9,660,751 | 1,744,374 | 2,378,708 |
Kelli D. Shomaker | 11,213,303 | 191,822 | 2,378,708 |
Steven B. Tucker | 11,100,301 | 304,824 | 2,378,708 |
Wesley M. ("Miller") Welborn | 11,048,281 | 356,844 | 2,378,708 |
Keith E. Whaley, O.D. | 11,041,563 | 363,562 | 2,378,708 |
Geoffrey A. Wolpert | 10,418,954 | 986,171 | 2,378,708 |
Proposal 2: Ratification of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote:
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VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
13,769,399 | 4,421 | 10,013 | - |
Proposal 3: Advisory Vote on the Compensation Paid to SmartFinancial’s Named Executive Officers. The Company’s shareholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement, by the following vote:
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VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
11,056,323 | 331,566 | 17,236 | 2,378,708 |