SB FINANCIAL GROUP, INC. 8-K

What Happened
SB Financial Group, Inc. held its 2026 Annual Meeting of Shareholders on April 22, 2026 in Defiance, Ohio and filed results on Form 8-K. As of the record date (February 23, 2026) there were 6,302,455 common shares outstanding; 4,677,323 shares (74.21%) were represented in person or by proxy. Shareholders elected three directors to three-year terms (expiring 2029), ratified FORVIS, LLP as the independent registered public accounting firm for 2026, and approved a non‑binding advisory vote on executive compensation.

Key Details

• Shares outstanding (record date): 6,302,455; shares represented at meeting: 4,677,323 (74.21%).
• Director election votes (three-year terms expiring 2029):
  • Timothy L. Claxton: For 2,834,085; Withheld 624,904; Broker non-votes 1,218,334.
  • Gaylyn J. Finn: For 3,330,175; Withheld 128,814; Broker non-votes 1,218,334.
  • Sue A. Strausbaugh: For 3,394,171; Withheld 64,818; Broker non-votes 1,218,334.
• Auditor ratification (Proposal 2): For 4,585,066; Against 84,209; Abstain 7,384.
• Advisory "say-on-pay" vote (Proposal 3): For 3,244,706; Against 170,479; Abstain 43,804; Broker non-votes 1,218,334.

Why It Matters
The filing confirms the board composition for the next three years and the ratification of FORVIS, LLP as SB Financial’s auditor — both governance items investors track for oversight and audit independence. The advisory approval of executive compensation passed by a majority of votes cast (non‑binding), so management’s pay approach remains supported by shareholders present or voting. Broker non-votes show a material portion of shares were voted only on certain matters (typically because brokers lacked discretionary voting authority), which can affect vote totals on contested or non-routine matters.