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$CBNK·8-K

Capital Bancorp Inc · Jun 1, 4:05 PM ET

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Capital Bancorp Inc 8-K

Research Summary

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Updated

Capital Bancorp Inc. Reports 2026 Annual Meeting Voting Results

What Happened
Capital Bancorp, Inc. filed an 8-K on June 1, 2026 disclosing the results of its Annual Meeting of Stockholders held May 28, 2026. Stockholders elected four Class III directors (Jerome R. Bailey, Marc McConnell, Steven J. Schwartz, James F. Whalen) to three-year terms (expiring 2029) and one Class II director (Mark Caplan) to a two-year term (expiring 2028). The non-binding advisory vote to approve executive compensation (say-on-pay) was approved, and Elliott Davis, PLLC was ratified as the company’s independent registered public accounting firm for fiscal year 2026.

Key Details

  • Record date shares outstanding: 16,309,270; shares present or represented by proxy at the meeting: 13,674,863.
  • Class III director vote totals:
    • Jerome R. Bailey: For 8,027,248; Against 2,576,817; Abstain 93,558; Broker non-votes 2,977,240.
    • Marc McConnell: For 9,848,386; Against 829,422; Abstain 19,815; Broker non-votes 2,977,240.
    • Steven J. Schwartz: For 7,590,434; Against 3,056,827; Abstain 50,362; Broker non-votes 2,977,240.
    • James F. Whalen: For 5,608,243; Against 5,008,267; Abstain 81,113; Broker non-votes 2,977,240.
  • Class II director (Mark Caplan) vote totals: For 10,173,352; Against 473,689; Abstain 50,582; Broker non-votes 2,977,240.
  • Say-on-pay (Proposal 2): For 10,118,772; Against 317,014; Abstain 261,837; Broker non-votes 2,977,240.
  • Auditor ratification (Proposal 3): For 13,466,844; Against 198,796; Abstain 9,223 — Elliott Davis, PLLC was ratified as independent auditor for 2026.

Why It Matters

  • Board continuity and governance: Election of the named directors determines the board composition and oversight through 2028–2029, which affects strategic and risk oversight.
  • Executive pay support: The affirmative say-on-pay vote signals majority shareholder support for the company’s executive compensation practices, though not unanimous.
  • Audit oversight: Ratification of Elliott Davis, PLLC as auditor confirms shareholder approval of the firm responsible for independent financial statement review for fiscal 2026.

This summary is based on Capital Bancorp, Inc.'s Form 8-K filed June 1, 2026 (Accession 0001419536-26-000103).

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