The Bancorp (NASDAQ: TBBK) details 2026 director, pay and auditor votes

Rhea-AI Filing Summary

The Bancorp, Inc. reported the results of its annual stockholder meeting held on May 27, 2026. Stockholders elected ten director nominees to one-year terms, with each receiving more than 33.6 million votes in favor and broker non-votes of 2,455,867.

Stockholders also approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025, with 34,569,859 votes for, 1,220,698 against and 24,163 abstentions. In addition, they ratified, on an advisory, non-binding basis, the appointment of Crowe LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 38,117,666 votes for, 121,595 against and 31,326 abstentions.

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 director Allen: 35,648,223 votes Votes for director Tryniski: 35,666,505 votes Broker non-votes on director slate: 2,455,867 votes +4 more

7 metrics

Votes for director Allen 35,648,223 votes Election of Dwayne L. Allen as director at 2026 annual meeting

Votes for director Tryniski 35,666,505 votes Election of Mark E. Tryniski as director at 2026 annual meeting

Broker non-votes on director slate 2,455,867 votes Broker non-votes for each director election proposal

Say-on-pay votes for 34,569,859 votes Advisory approval of 2025 executive compensation

Say-on-pay votes against 1,220,698 votes Advisory approval of 2025 executive compensation

Auditor ratification votes for 38,117,666 votes Advisory ratification of Crowe LLP for fiscal 2026

Auditor ratification votes against 121,595 votes Advisory ratification of Crowe LLP for fiscal 2026

Key Terms

broker non-votes, advisory, non-binding basis, independent registered public accounting firm, annual meeting of stockholders, +1 more

5 terms

broker non-votes financial

"Nominees | Votes For | Votes Against | Abstentions | Broker Non-Votes"

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 basis regulatory

"The stockholders approved, on an advisory, non-binding basis, the compensation"

independent registered public accounting firm regulatory

"the appointment of Crowe LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of stockholders financial

"at the annual meeting of stockholders of The Bancorp, Inc."

named executive officers financial

"the compensation paid to the Company’s named executive officers"

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.

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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 27, 2026 

The Bancorp, Inc. 

(Exact name of registrant as specified in its charter)

Commission File Number: 000-51018

Delaware		23-3016517
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

409 Silverside Road

Wilmington, DE 19809

(Address of principal executive offices, including zip code)

302-385-5000 

(Registrant’s telephone number, including area code)

(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:

[_] 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
Common Stock, par value $1.00 per share		TBBK		Nasdaq Global Select

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

[_] 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 final results of the proposals submitted to a vote of stockholders at the annual meeting of stockholders of The Bancorp, Inc. (the “Company”) held on May 27, 2026 (the “Annual Meeting”) are as follows:

Proposal No. 1: The stockholders approved the election of each of the ten director nominees to serve for a one-year term, expiring at the 2027 annual meeting of stockholders or until their respective successors are elected and qualified, by the votes set forth below.

Nominees	Votes For	Votes Against		Abstentions		Broker Non-Votes
Dwayne L. Allen	35,648,223		145,475		21,022	2,455,867
Todd J. Brockman	35,635,494		158,703		20,523	2,455,867
Matthew N. Cohn	34,773,482		1,019,713		21,525	2,455,867
Cheryl D. Creuzot	33,643,246		1,328,874		842,600	2,455,867
Hersh Kozlov	35,417,572		374,441		22,707	2,455,867
Damian M. Kozlowski	35,333,054		461,408		20,258	2,455,867
William H. Lamb	34,653,593		1,140,105		21,022	2,455,867
James J. McEntee III	34,957,181		836,014		21,525	2,455,867
Stephanie B. Mudick	35,638,529		155,168		21,023	2,455,867
Mark E. Tryniski	35,666,505		127,691		20,524	2,455,867

Proposal No. 2: The stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2025, by the votes set forth below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
34,569,859		1,220,698		24,163		2,455,867

Proposal No. 3: The stockholders ratified on an advisory, non-binding basis, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the votes set forth below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
38,117,666		121,595		31,326		0

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.

Date: June 1, 2026	The Bancorp, Inc.
	By:	/s/ Erika Caesar
	Name:	Erika Caesar
	Title:	General Counsel and Corporate Secretary

FAQ

What did TBBK stockholders decide about the 2026 director elections?

Stockholders elected all ten nominated directors to one-year terms expiring at the 2027 annual meeting. Each nominee received over 33.6 million votes for, with relatively low votes against and a consistent 2,455,867 broker non-votes.

How did TBBK stockholders vote on executive compensation for 2025?

Stockholders approved, on an advisory, non-binding basis, the compensation of named executive officers for 2025. The proposal received 34,569,859 votes for, 1,220,698 against, 24,163 abstentions and 2,455,867 broker non-votes.

Which audit firm did TBBK stockholders ratify for fiscal 2026?

Stockholders ratified Crowe LLP as The Bancorp, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 38,117,666 votes for, 121,595 against and 31,326 abstentions.

Were the TBBK annual meeting voting items binding on the company?

Director elections are binding, seating ten directors for one-year terms. The executive compensation and auditor ratification proposals were described as advisory and non-binding, providing stockholder feedback without directly changing contractual arrangements.

When was The Bancorp, Inc. 2026 annual meeting held and what was reported?

The Bancorp, Inc. held its annual meeting on May 27, 2026. The company reported final voting results on director elections, advisory approval of executive compensation for 2025, and advisory ratification of Crowe LLP as 2026 independent auditor.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB