Bogota Financial Corp. Reports Say-on-Pay Vote; Board Keeps Annual Votes

What Happened
Bogota Financial Corp. (BSBK) reported that at its Annual Meeting of Stockholders on May 14, 2026, shareholders expressed an advisory (non‑binding) preference for holding say-on-pay frequency votes every three years. The Board had recommended annual advisory votes (as stated in the Company’s proxy dated April 9, 2026), but after considering the results, the Board decided the Company will continue to hold advisory votes on named executive officer compensation every year. The Company filed this update in a Current Report on Form 8‑K dated July 29, 2026.

Key Details

• The Annual Meeting where the vote occurred was held on May 14, 2026; the Company previously disclosed the vote in a May 15, 2026 Form 8‑K.
• Stockholders were offered options to vote for a frequency of every year, every two years, or every three years (or to abstain); the advisory preference was for every three years.
• Despite the advisory preference, the Board concluded annual say-on-pay votes are in the best interest of the Company and its stockholders and will continue that practice.
• The next advisory vote on executive compensation is expected at the 2027 Annual Meeting, when the Company also anticipates holding another say-on‑pay frequency vote.

Why It Matters
This filing shows a common situation where an advisory shareholder vote (non‑binding) differs from the Board’s chosen policy. For investors, the outcome means Bogota Financial will provide yearly opportunities to express views on executive pay — offering more frequent feedback and engagement — even though shareholders indicated a preference for less frequent (three‑year) votes. Investors who follow governance and compensation issues should note the Board’s position and watch for any future changes at the 2027 meeting.