Velocity Financial (NYSE: VEL) investors approve directors, pay and 2026 auditor

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What did Velocity Financial (VEL) shareholders decide at the 2026 annual meeting?

Were all Velocity Financial (VEL) director nominees re-elected in 2026?

How did Velocity Financial (VEL) shareholders vote on 2025 executive compensation?

Who is Velocity Financial’s independent auditor for 2026 and how was it ratified?

What are broker non-votes in Velocity Financial (VEL) 2026 meeting results?

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Velocity Financial, Inc. held its Annual Meeting of Shareholders on May 21, 2026. All director nominees were re-elected, each receiving about 24.4–24.7 million votes in favor and very few votes against or abstentions, alongside 1,181,801 broker non-votes per nominee.

Shareholders approved the advisory vote on 2025 executive compensation, with 24,590,950 votes for, 92,104 against, 4,617 abstentions and 1,181,801 broker non-votes. They also ratified RSM US LLP as independent auditor for 2026, supported by 25,860,650 votes for, 2,294 against and 6,528 abstentions.

2 items: 5.07, 9.01

2 items

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 say-on-pay: 24,590,950 votes Votes against say-on-pay: 92,104 votes Broker non-votes on say-on-pay: 1,181,801 votes +3 more

6 metrics

Votes for say-on-pay 24,590,950 votes Advisory approval of 2025 executive compensation

Votes against say-on-pay 92,104 votes Advisory approval of 2025 executive compensation

Broker non-votes on say-on-pay 1,181,801 votes Advisory approval of 2025 executive compensation

Votes to ratify auditor 25,860,650 votes Ratification of RSM US LLP as 2026 independent auditor

Votes against auditor ratification 2,294 votes Ratification of RSM US LLP as 2026 independent auditor

Lowest director support (for votes) 24,420,558 votes Votes for director nominee John A. Pless

Broker Non-Votes, named executive officers’ compensation, independent auditor, Emerging growth company, +1 more

5 terms

Broker Non-Votes financial

"Broker Non-Votes | | | 1,181,801"

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.

named executive officers’ compensation financial

"The approval of our named executive officers’ compensation on an advisory basis"

independent auditor financial

"The ratification of RSM US LLP as our independent auditor for 2026."

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Emerging growth company regulatory

"Emerging growth company We held our Annual Meeting of Shareholders"

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.

Compensation Discussion and Analysis financial

"including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure"

Understanding 8-K Material Events →

05/26/2026 - 12:15 PM

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 21, 2026

Velocity Financial, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39183

46-0659719

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


2945 Townsgate Road, Suite 110
Westlake Village, California		91361
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (818) 532-3700

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:

☐	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 $0.01 per share	VEL	The New York Stock Exchange
Common stock, par value $0.01 per share	VEL	Indicate by check NYSE Texas, Inc.

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.

We held our Annual Meeting of Shareholders on May 21, 2026 to allow our shareholders to vote on the matters disclosed in our Proxy Statement. The final voting results for the matters submitted to a vote of shareholders were as follows:

Proposal I: Election of Directors.

All of our Directors were re-elected and received the following votes:


	Number of Votes
	For		Against		Abstain		Broker Non- Votes
Dorika M. Beckett		24,668,443		12,440		6,788		1,181,801
Michael W. Chiao		24,661,094		21,190		5,387		1,181,801
Christopher D. Farrar		24,651,920		30,883		4,868		1,181,801
Alan H. Mantel		24,560,450		121,835		5,386		1,181,801
John P. Pitstick		24,676,717		5,568		5,386		1,181,801
John A. Pless		24,420,558		261,726		5,387		1,181,801
Joy L. Schaefer		24,670,154		10,729		6,788		1,181,801
Omar M. Maasarani		24,604,346		77,938		5,387		1,181,801

Proposal II: The approval of our named executive officers’ compensation on an advisory basis, including the following resolution:

Resolved, that the compensation paid to the Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure is approved.

Our shareholders voted as noted below and approved the resolution and our 2025 executive compensation.


	Number of Votes
For		24,590,950
Against		92,104
Abstain		4,617
Broker Non-Votes		1,181,801

Proposal III. The ratification of RSM US LLP as our independent auditor for 2026.

Our shareholders ratified RSM US LLP as our independent auditor for 2026 with the following votes:


	Number of Votes
For		25,860,650
Against		2,294
Abstain		6,528

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


104		Cover Page Interactive File (embedded with 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.

Source: View Original Filing on SEC EDGAR

Velocity Financial shareholders re-elected all directors, approved 2025 executive compensation on an advisory basis, and ratified RSM US LLP as independent auditor for 2026. The voting results showed strong support, with large majorities in favor and relatively few votes against or abstaining across all proposals.

Yes, all Velocity Financial director nominees were re-elected. Each candidate received roughly 24.4–24.7 million votes for, with only a small number of votes against or abstaining and 1,181,801 broker non-votes per nominee, indicating broad shareholder support for the existing board composition and oversight structure.

Shareholders approved Velocity Financial’s 2025 executive compensation on an advisory basis. The resolution received 24,590,950 votes for, 92,104 against, 4,617 abstentions and 1,181,801 broker non-votes, signaling strong backing for the company’s named executive officer pay program and related Compensation Discussion and Analysis disclosures.

RSM US LLP was ratified as Velocity Financial’s independent auditor for 2026. Shareholders cast 25,860,650 votes for ratification, with 2,294 votes against and 6,528 abstentions, reflecting a clear majority in favor of continuing the current audit firm relationship for the upcoming fiscal year.

Broker non-votes occur when brokers hold shares for clients but are not instructed how to vote on specific proposals. In Velocity Financial’s 2026 meeting, there were 1,181,801 broker non-votes on director elections and the say-on-pay proposal, which still passed with strong support overall.

Velocity Financial, Inc.

May 26, 2026

/s/ Roland T. Kelly

Roland T. Kelly

Chief Legal Officer, General Counsel and Corporate Secretary

3 documents