Northpointe Bancshares Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$NPB
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 15, 2025
(Exact name of registrant as specified in its charter)
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(616 ) 940‑9400
(Registrant’s telephone number, including area code)
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:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
| Emerging growth company ☒ | |||||||||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of Northpointe Bankshares, Inc (the “Company”) was held via conference call on May 15, 2025 (the “Annual Meeting”). At the close of business on April 4, 2025, the record date for the Annual Meeting, the Company had 29,907,460 shares of common stock outstanding and entitled to vote. Of that number, 23,600,066 shares were represented by proxy at the Annual Meeting. The Company’s stockholders voted on the following two proposals at the Annual Meeting, casting their votes as described below.
Proposal 1: Election of Directors
Each of the individuals listed below was elected at the Annual Meeting to serve a one-year term on the Board of Directors of the Company expiring at the 2026 annual meeting, as indicated below.
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Charles A. Williams | 22,832,621 | 37,901 | 729,544 | ||||||||
| Carrie L. Boer | 21,362,446 | 1,508,076 | 729,544 | ||||||||
| Robert W. De Vlieger II | 21,973,395 | 897,127 | 729,544 | ||||||||
| R. Jeffery Dean | 21,973,394 | 897,128 | 729,544 | ||||||||
| Bruce L. Edger | 21,931,408 | 939,114 | 729,544 | ||||||||
| John M. Eggemeyer III | 22,221,732 | 648,790 | 729,544 | ||||||||
| David S. Hooker | 21,973,394 | 897,128 | 729,544 | ||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
Proposal 2 was a proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal was approved as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 20,324,891 | 7,877 | 3,267,298 | ||||||
SIGNATURE
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.
| NORTHPOINTE BANCSHARES, INC. | |||||||||||
| Date: May 15, 2025 | By: | /s/ Brad T. Howes | |||||||||
| Brad T. Howes | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||