Live Oak Bancshares Inc.

05/22/2026 | Press release | Distributed by Public on 05/22/2026 14:08

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Approval of Equity Plans. On May 19, 2026, as described below under Item 5.07 of this Current Report on Form 8-K, the Company's shareholders approved the 2026 Omnibus Stock Incentive Plan (the "Omnibus Plan") and the 2026 Employee Stock Purchase Plan (the "ESPP") at the 2026 Annual Meeting of Shareholders (the "Annual Meeting"). Descriptions of the terms of the Omnibus Plan and the ESPP appear on pages 49-62 of the Company's definitive proxy statement, filed with the Securities and Exchange Commission on April 2, 2026 (the "Proxy Statement"), which descriptions are incorporated herein by reference. The descriptions of the Omnibus Plan and the ESPP contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plans, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2026 Annual Meeting of Shareholders (the "Annual Meeting") of Live Oak Bancshares, Inc. (the "Company") was held on May 19, 2026. On March 20, 2026, the record date for the Annual Meeting, 46,239,891 shares of the Company's voting common stock were issued and outstanding, of which 42,159,893 were present for purposes of establishing a quorum.
(b) Shareholders voted on the following matters at the Annual Meeting:
(1) Shareholders elected Tonya W. Bradford, William H. Cameron, David G. Lucht, Jeffrey W. Lunsford, James S. Mahan III, Patrick T. McHenry, Miltom E. Petty, Neil L. Underwood, Yousef A. Valine, and William L. Williams III to the Board of Directors for terms of one year;
(2) Shareholders approved the Live Oak Bancshares, Inc. 2026 Omnibus Stock Incentive Plan;
(3) Shareholders approved the Live Oak Bancshares, Inc. 2026 Employee Stock Purchase Plan;
(4) Shareholders approved a non-binding, advisory proposal to approve compensation paid to the Company's named executive officers;
(5) Shareholders ratified KPMG, LLP as the Company's independent auditor for 2026.
Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to such matter.
Item For Against Withheld/Abstain Broker Non-Votes
Election of Directors
Tonya W. Bradford 32,897,516 __ 2,786,843 6,475,534
William H. Cameron 26,669,363 __ 9,014,996 6,475,534
David G. Lucht 30,673,278 __ 5,011,081 6,475,534
Jeffrey W. Lunsford 35,491,630 __ 192,729 6,475,534
James S. Mahan III 34,333,132 __ 1,351,227 6,475,534
Patrick T. McHenry 35,317,705 __ 366,654 6,475,534
Miltom E. Petty 28,137,862 __ 7,546,497 6,475,534
Neil L. Underwood 33,623,094 __ 2,061,265 6,475,534
Yousef A. Valine 27,948,286 __ 7,736,073 6,475,534
William L. Williams III 33,678,284 __ 2,006,075 6,475,534
Approval of the Company's 2026 Stock Incentive Plan 25,509,462 9,353,674 821,223 6,475,534
Approval of the Company's 2026 Employee Stock Purchase Plan 35,593,365 45,945 45,049 6,475,534
Advisory proposal to approve compensation paid to the Company's named executive officers 31,451,567 4,197,280 35,512 6,475,534
Ratification of the Selection of KPMG, LLP as Independent Auditor of the Company for 2026 42,118,705 28,462 12,726 __
(c) Not applicable.
(d) Not applicable.
Live Oak Bancshares Inc. published this content on May 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 22, 2026 at 20:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]