NORTHRIM BANCORP INC 8-K

What Happened
Northrim BanCorp, Inc. (NRIM) held its 2026 Annual Meeting of Shareholders on May 28, 2026 and filed the results on Form 8-K on June 1, 2026. There were 22,239,676 shares outstanding and entitled to vote; 17,493,966 shares were present online or by proxy. Shareholders elected all 12 director nominees to serve through the 2027 annual meeting, approved a First Amendment to the Northrim BanCorp 2025 Stock Incentive Plan, voted in favor (nonbinding) of the company’s executive compensation ("say-on-pay"), and ratified Baker Tilly US LLP as the independent registered public accounting firm for fiscal 2026.

Key Details

• Shares outstanding: 22,239,676; shares present (online or by proxy): 17,493,966.
• Directors: All 12 nominees were elected. Votes FOR ranged roughly from 14.2M to 14.9M per nominee; votes cast for director elections totaled 14,970,709, with 2,523,257 broker non‑votes.
• 2025 Stock Incentive Plan First Amendment: Approved — FOR 13,824,031; AGAINST 1,059,636; ABSTAIN 87,042 (votes cast 14,970,709; broker non‑votes 2,523,257).
• Advisory vote on executive compensation: FOR 14,370,675; AGAINST 444,250; ABSTAIN 155,784 (votes cast 14,970,709; broker non‑votes 2,523,257).
• Auditor ratification: Baker Tilly US LLP ratified — FOR 17,348,985; AGAINST 105,449; ABSTAIN 39,532 (votes cast 17,493,966).

Why It Matters
These outcomes confirm shareholder support for Northrim’s board slate and its corporate governance actions. Approval of the amendment to the 2025 Stock Incentive Plan clears the way for the company to grant equity awards under the updated plan terms, which affects future executive and employee compensation. The nonbinding "say-on-pay" passed by a large margin, indicating broad shareholder approval of executive pay policies. Ratification of Baker Tilly ensures continuity in external audit services for fiscal 2026. Note the presence of roughly 2.5M broker non‑votes on several proposals — those shares were present but not voted on certain matters, which can affect vote totals for proposals requiring shareholder voting power. The 8‑K was signed by Jed W. Ballard, EVP & CFO.