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  4. [8-K] Tri-County Financial Group, Inc. Reports Material Event

Tri-County Financial (TYFG) shareholders re-elect two directors with strong support

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Tri-County Financial Group, Inc. held its Annual Meeting of shareholders, with voting based on a record date of March 6, 2026, when 2,376,998 common shares were outstanding. Shareholders representing 1,788,476 shares, or about 75.2% of outstanding shares, were present in person or by proxy, establishing a quorum.

Two directors, Goodwin W. Toraason and Kathleen Stevenson, were elected to three-year terms. Toraason received 1,574,265 votes for and 214,211 withheld, while Stevenson received 1,572,453 votes for and 216,023 withheld. No votes were cast against either nominee.

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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.
Shares outstanding 2,376,998 shares Common stock outstanding as of March 6, 2026 record date
Shares represented 1,788,476 shares Shares present or by proxy at the Annual Meeting (about 75.2%)
Quorum percentage 75.2% Portion of outstanding shares represented at the Annual Meeting
Votes for Toraason 1,574,265 votes For votes for director nominee Goodwin W. Toraason
Votes withheld Toraason 214,211 votes Abstain/withheld votes for Goodwin W. Toraason
Votes for Stevenson 1,572,453 votes For votes for director nominee Kathleen Stevenson
Votes withheld Stevenson 216,023 votes Abstain/withheld votes for Kathleen Stevenson
Annual Meeting financial
"On April 16, 2026, Tri-County Financial Group, Inc. (the “Company”), held its Annual Meeting."
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
record date financial
"The record date for determination of shareholders entitled to vote at the Annual Meeting was March 6, 2026."
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
quorum financial
"were represented in person or by proxy, which constituted a quorum for the Annual Meeting."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.
Common Stock, $1.00 Par Value financial
"Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered Common Stock, $1.00 Par Value"
Understanding 8-K Material Events →
false 0001725262 0001725262 2026-04-16 2026-04-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): April 16, 2026

 

TRI-COUNTY FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

 

Delaware   333-288087   36-3412522

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

706 Washington Street Mendota, Illinois, 61342
(Address of Principal Executive Offices) (Zip Code)

 

(815) 538-2265
(Registrant’s telephone number, including area code)

 

N/A
(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, $1.00 Par Value   TYFG   OTC Market Group, Inc.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

 

On April 16, 2026, Tri-County Financial Group, Inc. (the “Company”), held its Annual Meeting. The record date for determination of shareholders entitled to vote at the Annual Meeting was March 6, 2026. There were 2,376,998 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 1,788,476 shares, or approximately 75.2 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The following proposals were voted on at the Annual Meeting:

 

Two directors were elected to serve for a three-year term or until their successors are elected and qualified. The voting results to elect each director were as follows:

 

  For   Against   Abstain/Withheld
Goodwin W. Toraason   1,574,265   0   214,211
Kathleen Stevenson   1,572,453   0   216,023

 

 
 

 

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.

 

  Tri-County Financial Group, Inc.
     
Date: April 20, 2026 By: /s/ Lana Eddy
    Lana Eddy
    Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What was approved at Tri-County Financial Group (TYFG)'s April 2026 Annual Meeting?

Shareholders elected two directors to three-year terms. Goodwin W. Toraason and Kathleen Stevenson were each chosen to continue on the board, with strong support and no votes recorded against either nominee, reflecting broad shareholder backing for existing leadership.

How many Tri-County Financial Group (TYFG) shares were entitled to vote at the meeting?

A total of 2,376,998 shares of common stock were outstanding as of the March 6, 2026 record date. Each share carried one vote, setting the base for quorum and voting calculations reported for the April 16, 2026 Annual Meeting.

What level of shareholder participation did TYFG have at its 2026 Annual Meeting?

Holders of 1,788,476 shares, about 75.2% of the 2,376,998 outstanding shares, were represented in person or by proxy. This level met quorum requirements, allowing formal business and director elections to proceed at the Annual Meeting.

How did director nominee Goodwin W. Toraason fare in the TYFG vote?

Goodwin W. Toraason received 1,574,265 votes for and 214,211 votes withheld, with no votes against. This result indicates strong shareholder support for his continued service as a director for a new three-year term.

What were the voting results for director nominee Kathleen Stevenson at TYFG?

Kathleen Stevenson received 1,572,453 votes for and 216,023 votes withheld, with no votes against. These results confirm shareholder approval for her election to a three-year term on Tri-County Financial Group, Inc.’s board of directors.

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