NICOLET BANKSHARES INC 8-K

What Happened
Nicolet Bankshares, Inc. (NIC) filed an 8-K reporting the results of its annual shareholders meeting held May 18, 2026. All nominees for the board of directors were elected. Forvis Mazars, LLP was ratified as Nicolet’s independent registered public accounting firm for fiscal 2026. The advisory vote on executive compensation (say-on-pay) was approved on a non-binding basis.

Director election vote totals (For / Withheld / Broker Non-Votes):

• Michael E. Daniels: 14,214,456 / 892,103 / 1,823,255
• Robert B. Atwell: 14,869,264 / 237,296 / 1,823,254
• Carl J. Chaney: 14,261,504 / 842,907 / 1,825,403
• John N. Dykema: 13,750,490 / 1,353,920 / 1,825,404
• Janet E. Godwin: 14,302,512 / 801,899 / 1,825,403
• Matthew J. Hayek: 14,311,522 / 792,889 / 1,825,403
• Donald J. Long, Jr.: 13,765,700 / 1,338,712 / 1,825,402
• Tracy S. McCormick: 14,265,913 / 838,498 / 1,825,403
• Susan L. Merkatoris: 14,051,025 / 1,053,384 / 1,825,405
• Oliver Pierce Smith: 14,267,807 / 836,604 / 1,825,403
• Glen E. Tellock: 14,910,311 / 194,103 / 1,825,400
• Robert J. Weyers: 14,042,163 / 1,062,247 / 1,825,404

Audit and compensation votes:

• Proposal 2 (Auditor ratification): For 16,862,884; Against 31,390; Abstain 35,540.
• Proposal 3 (Advisory say-on-pay): For 10,078,861; Against 4,938,131; Abstain 87,770; Broker Non-Votes 1,825,052.

Key Details

• Annual meeting date: May 18, 2026.
• All 12 director nominees received majority support and were elected. For votes ranged from 13,750,490 to 14,910,311.
• Auditor ratification passed overwhelmingly (16,862,884 For; ~99.6% of votes cast).
• Say-on-pay passed on a non-binding basis with ~10.08M For vs. ~4.94M Against (~66.8% support of votes cast, excluding broker non-votes).

Why It Matters

• Board continuity and governance: Election of all nominees means the incumbent board slate remains in place, which influences company strategy and oversight.
• Auditor ratification: Reappointment of Forvis Mazars, LLP confirms continuity in external audit oversight for fiscal 2026.
• Investor feedback on pay: The non-binding say-on-pay passed, but a substantial minority (~33% of votes cast) opposed the compensation plan — a signal investors and management may watch going forward.
• Broker non-votes (roughly 1.8M shares) reduced the share totals voting on contested items; this can affect outcome dynamics on director and advisory votes.