OptimumBank Holdings, Inc. 8-K

What Happened

• OptimumBank Holdings, Inc. filed an 8-K (May 4, 2026) reporting the results of its annual shareholder meeting held April 28, 2026. There were 12,166,437 shares outstanding as of the record date; 8,991,733 shares (73.91%) were present in person or by proxy.
• Six director nominees were elected: Moishe Gubin, Joel Klein, Avi Zwelling, Thomas Procelli, Michael Blisko, and Steven Newman. The company also reported shareholder approval of an amendment to the Articles of Incorporation to authorize a class of nonvoting common stock, ratification of Hacker, Johnson & Smith, P.A. as the 2026 independent auditor, and approval of an adjournment proposal.

Key Details

• Shares outstanding (record date): 12,166,437; shares present/voting: 8,991,733 (73.91%).
• Director votes (For / Withhold / Broker non-vote): e.g., Moishe Gubin 6,511,892 / 368,230 / 2,111,611 (similar patterns for the other five directors).
• Article amendment to authorize nonvoting common stock: For 6,699,923; Against 172,576; Abstain 7,623 — approved.
• Auditor ratification: Hacker, Johnson & Smith, P.A. — For 8,947,652; Against 20,338; Abstain 23,743 — ratified.

Why It Matters

• The board slate was confirmed, so existing governance will continue under the re-elected directors. High broker non-votes (2,111,611) indicate many shares held by brokers could not vote on certain proposals but did not prevent approvals.
• Approval to authorize a class of nonvoting common stock changes the company’s charter and gives OptimumBank flexibility to create a nonvoting share class in the future, which can affect capitalization and voting structure if the company issues such shares.
• Auditor ratification ensures continuity of financial oversight for fiscal 2026. The shareholder turnout of 73.91% indicates substantial investor participation in these corporate decisions.