Seneca Bancorp (SNNF) shareholders back directors and annual say-on-pay

Rhea-AI Filing Summary

Seneca Bancorp, Inc. held its Annual Meeting of Stockholders on May 19, 2026, where all three management proposals were approved and stockholders expressed a clear preference on executive pay vote frequency.

Stockholders elected Kimberly Boynton and Joseph G. Vitale to three-year terms on the board. A non-binding advisory vote on compensation of named executive officers received strong support, and stockholders recommended holding the advisory say-on-pay vote every year. After the meeting, the board decided to follow this recommendation and conduct an annual, non-binding stockholder vote on named executive officer compensation until the next advisory vote on frequency.

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

Votes for Boynton: 942,619 votes Votes for Vitale: 957,884 votes Say-on-pay For votes: 1,308,770 votes +3 more

6 metrics

Votes for Boynton 942,619 votes Election of director for three-year term

Votes for Vitale 957,884 votes Election of director for three-year term

Say-on-pay For votes 1,308,770 votes Advisory vote on executive compensation

Say-on-pay Against votes 58,442 votes Advisory vote on executive compensation

One-year frequency support 831,662 votes Advisory vote on say-on-pay frequency

Three-year frequency support 132,883 votes Advisory vote on say-on-pay frequency

Key Terms

broker non-votes, non-binding advisory vote, emerging growth company, named executive officers

4 terms

broker non-votes financial

"Kimberly Boynton 942,619 76,552 348,094"

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 vote financial

"hold an advisory, non-binding stockholder vote on the compensation paid"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

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.

named executive officers financial

"compensation paid to the named executive officers annually"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

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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): May 19, 2026

Seneca Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-56790	39-4029114
(State or Other Jurisdiction)	(Commission File No.)	(I.R.S. Employer
of Incorporation)		Identification No.)
35 Oswego Street, Baldwinsville, New York		13027
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (315) 638-0233

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 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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 Seneca Bancorp, Inc. (the “Company”) was held on May 19, 2026. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2026. Proposals 1, 2 and 3 were approved by the Company’s stockholders. The Company’s stockholders recommended one year for Proposal 4. Following the Annual Meeting of Stockholders, the board of directors of the Company determined to hold an advisory, non-binding stockholder vote on the compensation paid to the named executive officers annually until the next non-binding advisory vote on the frequency of non-binding advisory votes regarding the compensation of the Company’s named executive officers.

The final results of the stockholder vote were as follows:

1. Election of directors for a three-year term.

		For		Withheld		Broker Non-Votes
Kimberly Boynton		942,619		76,552		348,094
Joseph G. Vitale		957,884		61,287		348,094

2. The ratification of the appointment of Bonadio & Co., LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

For	Against	Abstain	Broker Non-Votes
1,308,770	58,442	53	—

3. The approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.

For	Against	Abstain	Broker Non-Votes
898,743	54,494	65,934	348,094

4. The approval of a non-binding advisory vote as to whether advisory votes on the Company’s named executive officer compensation should be held every year, every two years, or every three years.

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
831,662	2,663	132,883	51,963	348,094

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.

	SENECA BANCORP, INC.
DATE: May 20, 2026	By:      /s/ Joseph G. Vitale
	Joseph G. Vitale
	President and Chief Executive Officer

FAQ

What did Seneca Bancorp (SNNF) stockholders approve at the 2026 annual meeting?

Stockholders approved three proposals, including electing two directors and an advisory vote on executive compensation. They also expressed a preference for annual say-on-pay votes, which the board agreed to follow until the next frequency vote.

Which directors were elected at Seneca Bancorp's May 19, 2026 meeting?

Stockholders elected Kimberly Boynton and Joseph G. Vitale to three-year terms on the board. Both nominees received strong support, with each attracting more than 900,000 votes in favor and substantial broker non-votes reported.

How did Seneca Bancorp (SNNF) stockholders vote on executive compensation in 2026?

Stockholders approved a non-binding advisory proposal on named executive officer compensation with a large majority of votes cast "For." Only a relatively small number of votes were cast "Against" or as abstentions, indicating broad support for the current pay program.

What say-on-pay vote frequency did Seneca Bancorp stockholders recommend?

Stockholders recommended holding the advisory say-on-pay vote every year, with the "One Year" option receiving the highest support. Other options, including two-year and three-year frequencies, received significantly fewer votes, and the board decided to follow the annual recommendation.

How did Seneca Bancorp's board respond to the say-on-pay frequency vote?

Following the meeting, the board determined it will hold an advisory, non-binding stockholder vote on named executive officer compensation annually. This policy will remain in place until the next non-binding advisory vote on the frequency of such say-on-pay votes.

Is the Seneca Bancorp say-on-pay vote binding on the company?

The say-on-pay vote and the vote on its frequency are non-binding advisory votes. They provide clear feedback from stockholders on executive compensation practices, and in this case the board chose to follow the recommended annual frequency.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB