PATRIOT NATIONAL BANCORP INC 8-K

What Happened
Patriot National Bancorp, Inc. (PNBK) filed an 8-K on May 26, 2026 reporting the results of its 2026 Annual Meeting held May 20, 2026. On the April 7, 2026 record date there were 117,085,713 shares eligible to vote; shareholders representing roughly 76.7% of outstanding voting common stock were present or represented by proxy. Shareholders (i) elected seven directors, (ii) authorized the Board to amend the charter to effect a reverse stock split at a ratio between 1-for-10 and 1-for-20 (Board to choose exact ratio and timing within one year), and (iii) ratified Baker Tilly US, LLP as the independent registered public accounting firm for 2026.

Key Details

• Directors elected (votes For / Withheld / broker non-votes):
  • Steven A. Sugarman: 62,999,665 / 140,897 / 26,634,615
  • Carlos P. Salas: 54,030,335 / 9,110,227 / 26,634,615
  • Edward N. Constantino: 56,470,136 / 6,670,426 / 26,634,615
  • Anahit Magzanyan: 62,859,130 / 281,432 / 26,634,615
  • Mario De Tomasi: 62,608,534 / 532,028 / 26,634,615
  • Jonathan Roth: 62,923,733 / 216,829 / 26,634,615
  • Jeffrey Seabold: 54,166,726 / 8,973,836 / 26,634,615
• Reverse stock split authorization vote: For 89,535,129; Against 213,141; Abstentions/Withheld 26,907. Board discretion to pick a 1-for-10 to 1-for-20 ratio and timing within one year of approval.
• Auditor ratified: Baker Tilly US, LLP approved as independent registered public accounting firm for year ending Dec 31, 2026 (For 89,746,398; Against 15,549; Abstentions 13,230).

Why It Matters
The reverse split authorization gives the Board power to consolidate shares (between 1-for-10 and 1-for-20), which will reduce share count and likely raise the per‑share trading price if executed—affecting liquidity, per‑share metrics, and investor holdings proportionally. Director elections confirm the company’s current board slate going forward. Ratification of Baker Tilly establishes the firm responsible for auditing the company’s 2026 financial statements. Shareholders don’t need to act now; any split will be implemented only if and when the Board elects to do so within the approved range and timeframe.