BYLINE BANCORP, INC. 8-K

What Happened Byline Bancorp, Inc. filed an 8-K on June 3, 2026 reporting the results of its June 2, 2026 Annual Meeting of stockholders. A total of 38,463,091 shares were present or represented by proxy (approximately 84.68% of outstanding common stock). Stockholders elected all ten director nominees to one-year terms and voted on four other proposals including advisory approval of named executive officer compensation, adoption of a 2026 Omnibus Incentive Compensation Plan, an increase to the Employee Stock Purchase Plan (ESPP) share reserve, and ratification of the company’s independent auditor.

Key Details

• Shares present/represented: 38,463,091 (≈84.68% of outstanding common stock).
• Directors elected (to serve until 2027 Annual Meeting): Phillip R. Cabrera; Antonio del Valle Perochena; Roberto R. Herencia; Mary Jo S. Herseth; Margarita Hugues Vélez; Steven P. Kent; William G. Kistner; Alberto J. Paracchini; Pamela C. Stewart; Carlos Ruiz Sacristán. (All ten nominees received majority support; broker non-votes on director elections: 3,042,379.)
• Advisory vote on executive compensation (non-binding): For 34,279,290; Against 410,871; Abstain 730,551; Broker non-votes 3,042,379.
• 2026 Omnibus Incentive Compensation Plan: Approved — For 33,421,714; Against 1,276,327; Abstain 722,671; Broker non-votes 3,042,379.
• ESPP amendment (increase in shares available): Approved — For 34,579,976; Against 121,166; Abstain 719,570; Broker non-votes 3,042,379.
• Auditor ratification: Baker Tilly US, LLP ratified as independent registered public accounting firm for fiscal 2026 — For 38,359,978; Against 98,201; Abstain 4,912.

Why It Matters

• Governance continuity: Election of all ten directors maintains current board leadership and oversight through the next annual meeting.
• Compensation and equity plans approved: Shareholder approval of the advisory executive compensation vote (non‑binding) and the Omnibus Incentive Plan plus the ESPP amendment allow the company to continue and expand equity-based pay and employee share purchase programs, which can affect future share dilution and long-term employee incentives.
• Auditor continuity: Ratification of Baker Tilly ensures the company’s auditor is set for the 2026 fiscal year.
• Broker non-votes: The presence of ~3.04 million broker non-votes on non-routine items indicates some institutional or street‑held shares did not vote on certain proposals — a common occurrence that can affect vote totals but does not change the approvals reported.