Live Oak Bancshares Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 20, 2025
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Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Live Oak Bancshares, Inc. (the “Company”) was held on May 20, 2025. On March 21, 2025, the record date for the Annual Meeting, 45,588,604 shares of the Company’s voting common stock were issued and outstanding, of which 40,764,504 were present for purposes of establishing a quorum.
(b) Shareholders voted on the following matters at the Annual Meeting:
(1) Shareholders elected Tonya W. Bradford, William H. Cameron, David G. Lucht, James S. Mahan III, Miltom E. Petty, Neil L. Underwood, Yousef A. Valine, and William L. Williams III to the Board of Directors for terms of one year;
(2) Shareholders approved a non-binding, advisory proposal to approve compensation paid to the Company’s named executive officers;
(3) Shareholders voted on a non-binding, advisory proposal regarding the frequency of future advisory votes on executive compensation; and
(4) Shareholders ratified KPMG LLP as the Company’s independent auditors for 2025.
Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to such matter.
| Item | For | Against | Withheld/ Abstain | Broker Non-Votes | ||||||||||||||||||||||||||||
| Election of Directors | ||||||||||||||||||||||||||||||||
| Tonya W. Bradford | 27,578,453 | — | 7,813,046 | 5,373,005 | ||||||||||||||||||||||||||||
| William H. Cameron | 27,501,726 | — | 7,889,773 | 5,373,005 | ||||||||||||||||||||||||||||
| David G. Lucht | 20,278,868 | — | 15,112,631 | 5,373,005 | ||||||||||||||||||||||||||||
| James S. Mahan III | 28,681,971 | — | 6,709,528 | 5,373,005 | ||||||||||||||||||||||||||||
| Miltom E. Petty | 25,363,339 | — | 10,028,160 | 5,373,005 | ||||||||||||||||||||||||||||
| Neil L. Underwood | 28,073,437 | — | 7,318,062 | 5,373,005 | ||||||||||||||||||||||||||||
| Yousef A. Valine | 27,256,925 | — | 8,134,574 | 5,373,005 | ||||||||||||||||||||||||||||
| William L. Williams III | 28,680,983 | — | 6,710,516 | 5,373,005 | ||||||||||||||||||||||||||||
| Advisory proposal to approve compensation paid to the Company’s named executive officers | 23,718,679 | 11,611,710 | 61,110 | 5,373,005 | ||||||||||||||||||||||||||||
| Ratification of the Selection of KPMG LLP as Independent Auditors of the Company for 2025 | 40,683,061 | 59,094 | 22,349 | — | ||||||||||||||||||||||||||||
| Item | 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||
| Advisory proposal regarding the frequency of future advisory votes on executive compensation | 33,289,799 | 694,777 | 1,396,152 | 10,771 | 5,373,005 | |||||||||||||||||||||||||||
| (c) Not applicable. | ||||||||||||||||||||||||||||||||
| (d) In light of the vote on the advisory proposal regarding the frequency of future advisory votes on executive compensation and the Company’s Board of Directors’ recommendation that shareholders vote to hold future advisory votes on executive compensation each year, the Company will hold such vote each year until the next required vote on the frequency of shareholder votes on executive compensation. | ||||||||||||||||||||||||||||||||
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 thereunto duly authorized.
| LIVE OAK BANCSHARES, INC. | ||||||||
| Date: May 22, 2025 | By: | /s/ Gregory W. Seward | ||||||
| Gregory W. Seward General Counsel | ||||||||