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$ESQ·8-K

Esquire Financial Holdings, Inc. · May 28, 4:05 PM ET

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Esquire Financial Holdings, Inc. 8-K

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Esquire Financial Reports Annual Meeting Vote Results

What Happened

  • Esquire Financial Holdings, Inc. filed an 8-K reporting the results of its Annual Meeting held May 28, 2026. Of 8,637,034 shares outstanding and entitled to vote, 7,625,348 shares were present in person or by proxy. Stockholders elected all director nominees and approved both the ratification of Crowe LLP as the company’s independent registered public accounting firm for 2026 and the advisory Say-on-Pay vote.

Key Details

  • Shares outstanding and present: 8,637,034 shares entitled to vote; 7,625,348 shares present at the meeting.
  • Directors elected:
    • Three-year terms:
      • Raymond Kelly — For: 6,165,991; Withheld: 64,040; Broker non‑votes: 1,395,317
      • Robert J. Mitzman — For: 4,873,358; Withheld: 1,356,673; Broker non‑votes: 1,395,317
      • Kevin C. Waterhouse — For: 5,879,631; Withheld: 350,400; Broker non‑votes: 1,395,317
    • Two-year term:
      • Todd Deutsch — For: 5,968,414; Withheld: 261,617; Broker non‑votes: 1,395,317
  • Auditor ratification: Crowe LLP was ratified as independent registered public accounting firm — For: 7,472,223; Against: 17,282; Abstain: 135,843; (no broker non‑votes).
  • Say-on-Pay (advisory vote on executive compensation): For: 6,055,238; Against: 164,334; Abstain: 10,459; Broker non‑votes: 1,395,317.

Why It Matters

  • Board and governance: All nominees were elected, so the company’s board composition remains as proposed, providing continuity in leadership and oversight.
  • Auditor continuity: Ratifying Crowe LLP confirms the accounting firm that will audit the company’s 2026 financial statements, a key part of financial reporting reliability.
  • Shareholder support for pay: The advisory Say-on-Pay vote was approved, indicating majority stockholder support for the company’s executive compensation practices as presented.
  • Broker non‑votes: A sizable block of broker non‑votes (1,395,317) appears on non‑routine matters — this reflects shares held by brokers that were not voted on certain proposals and can affect vote totals for those items.

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