SIERRA BANCORP 8-K

What Happened

• Sierra Bancorp (BSRR) filed an 8-K disclosing results of its annual shareholders’ meeting held May 20, 2026. A total of 10,827,307 shares were represented and voted (82.69% of 13,093,184 outstanding shares).
• Shareholders elected the company’s director nominees (no opposition solicited). Vote totals for nominees listed in the filing were: James C. Holly — 7,825,660 (94.69% of votes cast); Kevin J. McPhaill — 7,988,990 (96.66%); Susan M. Abundis — 7,966,094 (96.39%); Morris A. Tharp — 7,800,052 (94.38%); Lynda B. Scearcy — 7,909,928 (95.71%); Michele M. Gil — 7,915,896 (95.78%). There were 2,563,016 broker non-votes reported for the director vote.
• The appointment of Forvis Mazars, LLP as Sierra Bancorp’s independent registered public accounting firm for 2026 was ratified: For 10,629,321; Against 191,401; Abstain 6,585 (98.23% of votes on this proposal). No broker non-votes on this item.
• The advisory “say-on-pay” vote on executive compensation was approved: For 7,881,291; Against 295,325; Abstain 87,675 (96.38% of votes on this proposal). There were 2,563,016 broker non-votes on this item.

Key Details

• Meeting date: May 20, 2026; 10,827,307 shares voted (82.69% turnout).
• Director vote: listed nominees received ~94–97% of votes cast; 2,563,016 broker non-votes recorded.
• Auditor ratification: For 10,629,321 (98.23% of votes on the proposal).
• Advisory vote on executive compensation: For 7,881,291 (96.38% of votes on the proposal).

Why It Matters

• Election of management’s director nominees and strong “for” votes indicate continuity in board composition and governance direction. The ratification of Forvis Mazars, LLP confirms the company’s auditor for 2026.
• A strong advisory approval of executive compensation (say-on-pay) signals shareholder support for the company’s pay practices. The substantial turnout (82.69%) and notable broker non-votes reflect both active participation and a portion of shares held by brokers that did not vote on certain proposals—important context when assessing shareholder sentiment.