PLUMAS BANCORP 8-K

What Happened

• Plumas Bancorp announced the results of its Annual Meeting of Shareholders held May 20, 2026. Shareholders elected all ten nominated directors to serve until the 2027 Annual Meeting. Vote counts for nominees ranged from 4,113,136 to 4,216,605 in favor, with 1,340,454 broker non-votes recorded on the director election matters.
• Kenneth E. Robison, one of the elected directors, resigned from the Board for personal reasons immediately following the meeting.
• Shareholders also approved a non-binding advisory vote on executive compensation (say-on-pay) and ratified Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Key Details

• Director elections: all ten nominees elected; examples of vote totals — Kevin Foster: 4,216,605 for / 54,581 withheld; Kenneth E. Robison: 4,113,136 for / 158,050 withheld. Broker non-votes: 1,340,454.
• Say-on-pay: 4,124,401 for, 87,414 against, 59,371 abstentions; 1,340,454 broker non-votes.
• Auditor ratification: Elliott Davis, LLC ratified with 5,585,451 for, 13,142 against, 13,047 abstentions.
• Meeting date: May 20, 2026.

Why It Matters

• Board continuity: Electing the full slate of directors maintains current board composition, though Robison’s immediate resignation creates a vacancy investors should monitor for a successor or board reorganization.
• Governance signals: The non-binding advisory vote received majority support, indicating investor backing of executive pay policies, but the recorded opposition and abstentions show some shareholder dissent.
• Audit oversight: Ratification of Elliott Davis, LLC confirms the auditor for fiscal 2026, which is relevant to ongoing financial reporting and audit continuity.