Wilson Bank Holding holders back board, pay plan

Wilson Bank Holding Company held its 2026 Annual Meeting of Shareholders, where investors approved all proposals presented.

Rhea-AI Filing Summary

Wilson Bank Holding Company held its 2026 Annual Meeting of Shareholders, where investors approved all proposals presented. Four Class I directors – J. Randall Clemons, William P. Jordan, James Anthony Patton and Lisa Pominski – were elected to three-year terms, each receiving over 6.35 million votes in favor with only withheld votes recorded.

Shareholders also ratified RubinBrown LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 6,374,070 votes for, 2,066 against and 143,598 abstentions. In addition, a non-binding advisory vote approved the Company’s named executive officer compensation programs and practices, receiving 6,265,978 votes for, 72,617 against and 181,139 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 Clemons: 6,408,256 votes Votes for Jordan: 6,358,294 votes Votes for Patton: 6,411,798 votes +5 more

8 metrics

Votes for Clemons 6,408,256 votes Election of Class I director J. Randall Clemons

Votes for Jordan 6,358,294 votes Election of Class I director William P. Jordan

Votes for Patton 6,411,798 votes Election of Class I director James Anthony Patton

Votes for Pominski 6,420,028 votes Election of Class I director Lisa Pominski

Auditor ratification for votes 6,374,070 votes Ratification of RubinBrown LLP for fiscal year ending December 31, 2026

Auditor ratification abstain 143,598 votes Abstentions on RubinBrown LLP ratification proposal

Say-on-pay for votes 6,265,978 votes Non-binding advisory vote on executive compensation

Say-on-pay against votes 72,617 votes Votes against executive compensation advisory resolution

Key Terms

non-binding advisory vote, independent registered public accounting firm, Broker Non-Votes, emerging growth company, +1 more

5 terms

non-binding advisory vote financial

"The non-binding advisory vote on the Company's named executive officer compensation programs and practices"

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.

independent registered public accounting firm financial

"The ratification of the appointment of RubinBrown 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.

Broker Non-Votes financial

"For | | Against | | Abstain | | Broker Non-Votes 6,374,070 | | 2,066 | | 143,598 | | —"

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.

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."

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.

proxy statement regulatory

"as described in detail in the Company's definitive proxy statement for the Shareholders Meeting"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WBHC shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing four Class I directors, ratifying RubinBrown LLP as auditor for 2026, and supporting a non-binding advisory vote on executive compensation programs and practices, each receiving strong "For" vote totals and no reported broker non-votes.

Which directors were elected at Wilson Bank Holding Company’s 2026 meeting?

Shareholders elected four Class I directors to three-year terms: J. Randall Clemons, William P. Jordan, James Anthony Patton and Lisa Pominski. Each received over 6.35 million "For" votes, with only withheld authority votes and no “Against” votes reported in the tabulation.

How did WBHC shareholders vote on the 2026 auditor ratification?

Shareholders ratified RubinBrown LLP as independent registered public accounting firm for the year ending December 31, 2026, with 6,374,070 votes for, 2,066 against and 143,598 abstentions. No broker non-votes were reported on this auditor ratification proposal at the meeting.

What were the results of WBHC’s say-on-pay vote in 2026?

The non-binding advisory vote on named executive officer compensation was approved, with 6,265,978 votes for, 72,617 against and 181,139 abstentions. This indicates shareholder support for the company’s compensation programs and practices as described in the March 20, 2026 definitive proxy statement.

Did all Wilson Bank Holding Company directors stand for election in 2026?

No. Only four Class I directors stood for election to three-year terms ending at the 2029 annual meeting. The filing notes that remaining directors not up for re-election at the 2026 Shareholders Meeting continue to serve on the Company’s Board of Directors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 03:48 PM EDT Learn about SEC filing dates

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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): April 23, 2026

WILSON BANK HOLDING COMPANY

(Exact name of Registrant as Specified in Its Charter)

Tennessee			0-20402	62-1497076
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
623 West Main Street
Lebanon, Tennessee				37087
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 615 444-2265

(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 April 23, 2026, Wilson Bank Holding Company (the "Company") held its 2026 Annual Meeting of Shareholders (the "Shareholders Meeting") for which the Company's Board of Directors solicited proxies, at 5:00 p.m. (CDT). At the Shareholders Meeting, the Company's shareholders voted on the proposals as described in detail in the Company's definitive proxy statement for the Shareholders Meeting which was filed with the Securities and Exchange Commission on March 20, 2026 (the "Proxy Statement"). The proposals voted on and approved by the Company's shareholders at the Shareholders Meeting were as follows:

(1)To elect four (4) Class I directors to hold office for a term of three (3) years until the Company's Annual Meeting of Shareholders in 2029, and in each case until their successors are duly elected and qualified. Each such director was elected by the following tabulation:

		For		Against		Withhold Authority		Broker Non-Votes
Class I Directors
J. Randall Clemons		6,408,256		—		111,478		—
William P. Jordan		6,358,294		—		161,440		—
James Anthony Patton		6,411,798		—		107,936		—
Lisa Pominski		6,420,028		—		99,706		—

In addition to the foregoing, the remaining directors not up for re-election at the Shareholders Meeting continue to serve on the Company's Board of Directors.

(2)The ratification of the appointment of RubinBrown LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved by the following tabulation:

For		Against		Abstain		Broker Non-Votes
6,374,070		2,066		143,598		—

(3)The non-binding advisory vote on the Company's named executive officer compensation programs and practices, which were described in more detail in the Proxy Statement, was approved by the following tabulation:

For		Against		Abstain		Broker Non-Votes
6,265,978		72,617		181,139		—

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.

			WILSON BANK HOLDING COMPANY
Date:	April 27, 2026	By:	/s/ John C. McDearman III
			John C. McDearman III President/Chief Executive Officer

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