Ponce Financial Group, Inc. 8-K

What Happened Ponce Financial Group, Inc. (NASDAQ: PDLB), the holding company for Ponce Bank, filed an 8-K on June 12, 2026 reporting the outcomes of its annual meeting held June 11, 2026. Three director nominees — Steven A. Tsavaris, James Perez and Marlene Cintron — were elected to the board for terms expiring in 2029. Stockholders ratified the appointment of Forvis Mazars, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026. An advisory (non‑binding) vote to approve the compensation of the named executive officers was also approved. CEO Carlos P. Naudon delivered remarks at the meeting; those remarks are furnished as Exhibit 99.1 to the filing.

Key Details

• Director election vote totals: Steven A. Tsavaris — For 14,732,162; Abstain 2,582,284; Broker non‑vote 2,590,590. James Perez — For 13,829,594; Abstain 3,484,852; Broker non‑vote 2,590,590. Marlene Cintron — For 16,825,753; Abstain 488,693; Broker non‑vote 2,590,590. All three nominees were elected.
• Auditor ratification: Forvis Mazars, LLP ratified as independent registered public accounting firm — For 19,264,595; Against 176,733; Abstain 463,708 (no broker non‑votes).
• Advisory executive pay vote (non‑binding): For 11,067,224; Against 5,852,807; Abstain 394,415; Broker non‑vote 2,590,590.
• CEO Carlos P. Naudon’s remarks at the meeting are included as Exhibit 99.1 to the 8-K.

Why It Matters

• Board continuity: Election of the three directors secures leadership through 2029, which affects oversight and strategic continuity for investors.
• Audit continuity: Ratifying Forvis Mazars, LLP maintains the company’s external audit relationship for 2026, relevant to financial reporting reliability.
• Pay feedback: The non‑binding approval of executive compensation signals shareholder sentiment on pay practices; while advisory, the result is often considered by the board when setting future compensation.
• Disclosure: CEO remarks are publicly filed, giving investors direct management commentary on company priorities and performance as presented at the annual meeting.