Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2025 Annual Meeting of Shareholders (the "Annual Meeting") of Live Oak Bancshares, Inc. (the "Company") was held on May 20, 2025. On March 21, 2025, the record date for the Annual Meeting, 45,588,604 shares of the Company's voting common stock were issued and outstanding, of which 40,764,504 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, James S. Mahan III, 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 a non-binding, advisory proposal to approve compensation paid to the Company's named executive officers;
(3) Shareholders voted on a non-binding, advisory proposal regarding the frequency of future advisory votes on executive compensation; and
(4) Shareholders ratified KPMG LLP as the Company's independent auditors for 2025.
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.
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Item
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For
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Against
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Withheld/
Abstain
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Broker
Non-Votes
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Election of Directors
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Tonya W. Bradford
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27,578,453
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-
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7,813,046
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5,373,005
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William H. Cameron
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27,501,726
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-
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7,889,773
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5,373,005
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David G. Lucht
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20,278,868
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-
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15,112,631
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5,373,005
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James S. Mahan III
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28,681,971
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-
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6,709,528
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5,373,005
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Miltom E. Petty
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25,363,339
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-
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10,028,160
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5,373,005
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Neil L. Underwood
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28,073,437
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-
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7,318,062
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5,373,005
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Yousef A. Valine
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27,256,925
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-
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8,134,574
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5,373,005
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William L. Williams III
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28,680,983
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-
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6,710,516
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5,373,005
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Advisory proposal to approve compensation paid to the Company's named executive officers
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23,718,679
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11,611,710
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61,110
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5,373,005
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Ratification of the Selection of KPMG LLP as Independent Auditors of the Company for 2025
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40,683,061
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59,094
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22,349
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-
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