Merchants Bancorp 8-K

What Happened

• Merchants Bancorp (MBIN) held its Annual Meeting of Shareholders on May 21, 2026 and filed an 8-K reporting the voting results and related actions. All twelve director nominees were elected to serve until the 2027 annual meeting. Several nominees received notable withheld votes (e.g., Tamika D. Catchings: 34,552,845 for / 6,120,968 withheld; Anne E. Sellers: 33,951,013 for / 6,692,800 withheld).
• The non-binding, advisory vote on executive compensation (say-on-pay) passed: 38,671,751 for, 1,947,562 against, 24,500 abstentions (2,093,858 broker non-votes).
• Shareholders ratified Forvis Mazars, LLP as the company’s independent registered public accounting firm for fiscal 2026: 42,714,503 for, 18,347 against, 4,821 abstentions.
• In a press release dated May 21, 2026, the Board declared quarterly cash dividends payable July 1, 2026 to holders of record on June 15, 2026: $0.11 per common share; preferred dividends of $15.00 per Series C share ($0.375 per depositary share), $20.625 per Series D share ($0.5156 per depositary share), and $19.06 per Series E share ($0.4765 per depositary share).

Key Details

• All 12 director nominees were elected to serve through the 2027 annual meeting.
• Say-on-pay (advisory) vote: 38.67M for / 1.95M against; 2.09M broker non-votes.
• Auditor ratification: Forvis Mazars, LLP approved with ~42.7M votes in favor.
• Dividends: $0.11 common; Series C $15.00 ($0.375 per depositary share); Series D $20.625 ($0.5156 per depositary share); Series E $19.06 ($0.4765 per depositary share). Payable July 1, 2026; record date June 15, 2026.

Why It Matters

• Board continuity: Re-election of all directors maintains current leadership and strategy through the next year; withheld-vote levels may signal some shareholder concerns but did not prevent election.
• Income for investors: The declared common and preferred dividends provide near-term cash payments (record June 15, payable July 1), which matter to income-focused shareholders.
• Governance items cleared: The advisory approval of executive compensation and ratification of the auditor are routine but important governance confirmations that reduce near-term uncertainty around oversight and financial reporting.

Keywords: annual meeting, director elections, say-on-pay, auditor ratification, dividends, common stock, preferred stock.