$MNSB·8-K

MainStreet Bancshares, Inc. · May 22, 9:21 AM ET

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MainStreet Bancshares, Inc. 8-K

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MainStreet Bancshares Announces Preferred Dividend; Reports Shareholder Votes

What Happened
MainStreet Bancshares, Inc. (MNSB) filed an 8-K disclosing results of its May 21, 2026 Annual Meeting and the Board’s declaration of a quarterly cash dividend on its 7.50% Series A Fixed‑Rate Non‑Cumulative Perpetual Preferred Stock. Directors Jeff W. Dick, Paul Thomas Haddock, Wendy Adeler Hall and Terry M. Saeger were elected to three‑year terms. The appointment of Yount, Hyde & Barbour, P.C. as independent registered public accounting firm for fiscal 2026 was ratified, and a non‑binding advisory vote to approve Named Executive Officer compensation was approved by shareholders. The Board declared a cash dividend payable June 30, 2026 on the Company’s Depositary Shares representing the Series A Preferred.

Key Details

  • Director election vote totals (with 668,727 broker non‑votes for each nominee):
    • Jeff W. Dick: For 4,268,213; Withheld 876,161
    • Paul Thomas Haddock: For 3,822,639; Withheld 1,321,735
    • Wendy Adeler Hall: For 4,257,870; Withheld 886,504
    • Terry M. Saeger: For 4,267,587; Withheld 876,787
  • Audit firm ratification: Yount, Hyde & Barbour, P.C. — For 5,771,781; Against 14,129; Abstain 27,191.
  • Advisory vote on executive compensation: For 3,039,791; Against 2,081,931; Abstain 22,652 (668,727 broker non‑votes).
  • Preferred dividend details: 7.50% Series A Preferred — dividend equates to approximately $0.47 per Depositary Share (approximately $18.75 per Series A share); payable June 30, 2026 to holders of record as of close of business on June 15, 2025. Company issued 1,150,000 Depositary Shares (Sep 15 & 25, 2020); Depositary Shares trade on Nasdaq as "MNSBP."

Why It Matters
The filing confirms governance outcomes (board continuity) and auditor continuity, which affect oversight and reporting. The non‑binding approval of executive pay indicates shareholder sentiment on compensation but does not change pay directly. The declared preferred dividend provides income to holders of MNSBP depositary shares and sets the near‑term cash outflow associated with the Series A Preferred; investors in the depositary shares should note the dividend amount, record date and June 30 payment date. The filing does not include operating results or other financial performance metrics.

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