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    Coastal Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/30/25 12:31:36 PM ET
    $CCB
    Major Banks
    Finance
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    ck1437958-20250528
    0001437958FALSE00014379582025-05-282025-05-28

     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC 20549
    FORM 8-K
    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
    Date of Report (Date of earliest event reported):  May 28, 2025
    COASTAL FINANCIAL CORPORATION
    (Exact name of registrant as specified in its charter)
    Washington001-3858956-2392007
    (State or other jurisdiction
    of incorporation)
    (Commission File Number)
    (IRS Employer
    Identification No.)
    5415 Evergreen Way, Everett, Washington 98203
    (Address of principal executive offices, including zip code)
    Registrant’s telephone number, including area code:  (425) 257-9000
    Not Applicable
    (Former name or former address, if changed since last report)
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each class
    Trading
    Symbol(s)
    Name of each exchange on which registered
    Common stock, no par value per shareCCBThe Nasdaq Stock Market LLC
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company    ⃞
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ⃞



    Item 5.07
    Submission of Matters to a Vote of Security Holders.

    Coastal Financial Corporation (the "Company") held its 2025 annual meeting of shareholders (the "Annual Meeting") on May 28, 2025. Present at the Annual Meeting in person or by proxy were holders of 12,458,152 shares of Company common stock representing approximately 83% of the voting power of the shares of common stock of the Company as of the close of business on March 19, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The final results for each of the matters submitted to a vote of the shareholders at the Annual Meeting are as follows:

    1.The following individuals were elected as directors of the Company. Christopher D. Adams, Stephan Klee and Thomas D. Lane to the class of Directors to serve for a term of three years until the 2028 annual meeting of shareholders and Steven D. Hovde to the class of Directors to serve for a term of one year until the 2026 annual meeting of shareholders, or until their successors are elected and qualified, by the following vote:
    Director nomineesForWithheldBroker Non-Votes
    Christopher D. Adams9,970,422 1,558,528 929,202 
    Steven D. Hovde10,956,805 572,145 929,202 
    Stephan Klee10,947,870 581,080 929,202 
    Thomas D. Lane7,153,933 4,375,017 929,202 

    2.The advisory non-binding vote on executive compensation paid to our named executive officers was approved by the shareholders by the following vote:
    FORAGAINSTABSTAIN
    10,872,569 616,149 40,232 

    There were 929,202 broker non-votes on the proposal.

    3.The Second Amendment to the Coastal Financial Corporation 2018 Omnibus Incentive Plan, including an increase in the number of authorized shares under the 2018 Plan was approved by the following vote:
    FORAGAINSTABSTAIN
    8,768,836 2,640,361 119,753 

    There were 929,202 broker non-votes on the proposal.

    4.The the Amended and Restated Bylaws of Coastal Financial Corporation was approved by the following vote:

    FORAGAINSTABSTAIN
    11,522,583 1,289 5,079 

    There were 929,201 broker non-votes on the proposal.




    5.The selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the shareholders by the following vote:
    FORAGAINSTABSTAIN
    12,428,380 28,733 1,039 

    There were no broker non-votes on the proposal.



    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    COASTAL FINANCIAL CORPORATION
    Date: May 29, 2024
    By:/s/ Joel G. Edwards
    Joel G. Edwards
    Executive Vice President and Chief Financial Officer

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