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Uwharrie Capital Corp (UWHR) shareholders approve directors, pay plan and auditor

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Uwharrie Capital Corp reported the results of its Annual Meeting of Shareholders held on May 19, 2026. Shareholders elected seven directors to the board, with each nominee receiving strong support, generally around 2.9 million votes in favor and over 1.27 million broker non-votes.

Investors approved a non-binding advisory resolution on executive compensation, with 2,870,548 votes for and 26,517 against. They also favored holding future advisory votes on pay every three years, which received 2,518,205 votes, far more than the one‑year or two‑year options. Finally, shareholders ratified the appointment of Forvis Mazars, LLP as independent registered public accounting firm for 2026 with 4,233,906 votes for and minimal opposition.

Positive

  • None.

Negative

  • None.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Michael J. Flake 2,956,165 votes Director election at Annual Meeting on May 19, 2026
Votes for say-on-pay 2,870,548 votes Advisory executive compensation resolution
Three-year say-on-pay frequency support 2,518,205 votes Frequency of future advisory votes on executive compensation
Auditor ratification votes for 4,233,906 votes Ratification of Forvis Mazars, LLP for 2026
Broker non-votes on director elections 1,274,340 votes Broker non-votes recorded for each director nominee
Votes against say-on-pay 26,517 votes Advisory vote on executive compensation
One-year frequency votes 280,122 votes Option for annual say-on-pay advisory votes
broker non-votes financial
"Votes For | | Votes Withheld | | 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.
executive compensation financial
"non-binding shareholder resolution regarding executive compensation"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
frequency of future advisory votes on executive compensation financial
"regarding the frequency of future advisory votes on executive compensation"
independent registered public accounting firm financial
"independent registered public accounting firm for 2026"
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.
Emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
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.
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

 

 

Uwharrie Capital Corp

(Exact name of Registrant as Specified in Its Charter)

 

 

North Carolina

000-22062

56-1814206

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

132 North First Street

 

Albemarle, North Carolina

 

28001

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 704 983-6181

 

 

(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

None

 

N/A

 

N/A

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.

On May 19, 2026, Uwharrie Capital Corp (the “Registrant”) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were four proposals submitted to shareholders at the Annual Meeting. In the case of Proposal 1, all of the Board of Directors’ nominees were approved and elected to serve on the Registrant’s Board of Directors. The other proposals were also approved by the shareholders entitled to vote at the Annual Meeting. The proposals below are described in greater detail in the Registrant’s definitive proxy statement for the Annual Meeting, as filed with the Securities and Exchange Commission on April 9, 2026.

The voting results were as follows:

Proposal 1: Proposal to elect seven members to the Board of Directors, for the terms of office indicated or until their respective successors are duly elected and qualified.

Directors Elected

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

Three-Year Terms

 

 

 

 

 

 

Dawn H. Allen

 

2,916,397

 

45,226

 

1,274,340

James O. Campbell

 

2,954,673

 

6,950

 

1,274,340

Michael J. Flake

 

2,956,165

 

5,458

 

1,274,340

Mary N. Klauder

 

2,958,096

 

3,527

 

1,274,340

Matthew D. McAulay

 

2,958,914

 

2,709

 

1,274,340

 

 

 

 

 

 

 

Two-Year Term

 

 

 

 

 

 

Robert O. Bratton

 

2,952,600

 

9,023

 

1,274,340

 

 

 

 

 

 

 

One-Year Term

 

 

 

 

 

 

Zachary D. Almond

 

2,879,617

 

82,006

 

1,274,340

 

Proposal 2: Proposal to ratify a non-binding shareholder resolution regarding executive compensation.

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

2,870,548

 

26,517

 

64,558

 

1,274,340

 

Proposal 3: Proposal to ratify a non-binding shareholder resolution regarding the frequency of future advisory votes on executive compensation.

One Year

 

Two Years

 

Three Years

 

Abstain

 

 

 

 

 

 

 

280,122

 

92,107

 

2,518,205

 

71,189

 

Proposal 4: Proposal to ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

4,233,906

 

1,333

 

724

 

--

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

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 thereunto duly authorized.

 

UWHARRIE CAPITAL CORP

Date: May 20, 2026

By:

/s/ Heather H. Almond

Heather H. Almond

Principal Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did UWHR shareholders approve at the 2026 annual meeting?

Shareholders approved all four proposals, including electing seven directors, endorsing executive compensation, choosing a three-year say-on-pay frequency, and ratifying Forvis Mazars, LLP as independent auditor for 2026, each with strong majority support across the votes cast.

How did UWHR shareholders vote on director elections in 2026?

All seven director nominees were elected with large majorities. For example, Michael J. Flake received 2,956,165 votes for and 5,458 withheld, while each nominee had over 1.27 million broker non-votes recorded, indicating broad support among voting shareholders.

Was Uwharrie Capital Corp’s executive compensation approved by shareholders?

Yes, the non-binding advisory vote on executive compensation passed. It received 2,870,548 votes for, 26,517 against, and 64,558 abstentions, with an additional 1,274,340 broker non-votes, signaling clear approval of the company’s executive pay program by voting shareholders.

What say-on-pay frequency did UWHR shareholders prefer in 2026?

Shareholders showed a clear preference for holding say-on-pay votes every three years. The three-year option received 2,518,205 votes, compared with 280,122 for one year, 92,107 for two years, and 71,189 abstentions, guiding the company’s future advisory vote schedule.

Who is Uwharrie Capital Corp’s independent auditor for 2026?

Shareholders ratified Forvis Mazars, LLP as the independent registered public accounting firm for 2026. The ratification received 4,233,906 votes for, 1,333 against, and 724 abstentions, indicating overwhelming support for continuing this audit relationship for the upcoming year.

How many broker non-votes were recorded at UWHR’s annual meeting?

Broker non-votes were significant on non-routine proposals, including 1,274,340 broker non-votes for director elections and the executive compensation proposals. These shares were counted for quorum but not as votes for or against those specific matters at the meeting.

Filing Exhibits & Attachments

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