FIRST CAPITAL INC 8-K

What Happened
First Capital Inc. (FCAP) filed an 8-K (Item 5.07) reporting the results of its Annual Meeting of Shareholders held May 18, 2026. All five director nominees were elected to three-year terms, Crowe LLP was ratified as the independent registered public accounting firm for fiscal 2026, and the company’s non-binding advisory vote on executive compensation received majority support.

Key Details

• Director elections (three-year terms):
  • William W. Harrod — For: 1,370,035; Against: 245,699; Abstentions: 17,275; Broker Non-Votes: 853,346
  • Dana L. Huber — For: 1,479,547; Against: 139,231; Abstentions: 14,231; Broker Non-Votes: 853,346
  • Lou Ann Moore — For: 1,435,095; Against: 136,993; Abstentions: 60,921; Broker Non-Votes: 853,346
  • Robert C. Guilfoyle — For: 1,392,233; Against: 177,186; Abstentions: 63,590; Broker Non-Votes: 853,346
  • Michael C. Frederick — For: 1,447,394; Against: 167,784; Abstentions: 17,831; Broker Non-Votes: 853,346
• Ratification of auditors (Crowe LLP) for fiscal year ending Dec 31, 2026: For 2,452,864; Against 11,634; Abstentions 21,857.
• Non-binding advisory vote on executive compensation: For 1,470,396; Against 120,764; Abstentions 41,849; Broker Non-Votes 853,346.

Why It Matters
These results confirm continuity of the company’s board leadership and the appointment of Crowe LLP as auditor, both of which affect corporate governance and financial oversight. The advisory "Say on Pay" received clear majority support (non-binding), indicating investor approval of executive compensation as presented, while the large number of broker non-votes on director and compensation matters (853,346) reflects a material portion of shares held in brokerage accounts that did not vote on those items. Investors should view this filing as a governance update rather than a change to operations or financial guidance.