Strong support at Sierra Bancorp (NASDAQ: BSRR) 2026 shareholder meeting

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sierra Bancorp reported the results of its annual shareholder meeting held on May 20, 2026. Shareholders elected all Class I director nominees, ratified the appointment of Forvis Mazars, LLP as independent auditor for 2026, and approved the advisory vote on executive compensation.

A total of 10,827,307 shares were represented and voting, equal to 82.69% of the 13,093,184 issued and outstanding shares entitled to vote. Support for each director ranged from 94.38% to 96.66% of votes cast, and 2,563,016 broker non-votes were recorded on the director and compensation items.

Ratification of Forvis Mazars, LLP received 10,629,321 votes for, 191,401 against, and 6,585 abstentions, representing 98.23% of shares voting on that proposal. The advisory vote on executive compensation received 7,881,291 votes for, 295,325 against, and 87,675 abstentions, with 96.38% of votes cast in favor.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 10,827,307 shares Turnout percentage: 82.69% Shares outstanding entitled to vote: 13,093,184 shares +5 more

8 metrics

Shares represented 10,827,307 shares Represented and voting at the May 20, 2026 meeting

Turnout percentage 82.69% Of 13,093,184 issued and outstanding shares entitled to vote

Shares outstanding entitled to vote 13,093,184 shares Issued and outstanding shares entitled to vote at the meeting

Auditor ratification votes for 10,629,321 votes Forvis Mazars, LLP as 2026 independent auditor

Auditor ratification support 98.23% Percent of shares represented and voting on proposal 2

Say-on-pay votes for 7,881,291 votes Advisory vote on executive compensation (proposal 3)

Say-on-pay support 96.38% Percent of shares represented and voting on proposal 3

Broker non-votes 2,563,016 shares Broker non-votes on director election and compensation items

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote on executive compensation, emerging growth company, +1 more

5 terms

broker non-votes financial

"There were 2,563,016 broker non-votes received with respect to this item."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"The appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026 was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on executive compensation financial

"item 3, advisory vote on executive compensation."

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

solicitation in opposition regulatory

"There was no solicitation in opposition to Management’s nominees for directorship"

Understanding 8-K Material Events →

05/21/2026 - 09:00 AM

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, 2026

SIERRA BANCORP

(Exact name of registrant as specified in its charter)


California	000-33063	33-0937517
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


86 North Main Street, Porterville, CA 93257
(Address of principal executive offices)	(Zip code)

(559) 782-4900

(Registrant’s telephone number including area code)

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 (see General Instruction A.2. below):

☐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	BSRR	NASDAQ Global Select Market

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 5.07submission of matters to a vote of security holders

The Company’s annual meeting of shareholders was held on May 20, 2026, at which time shareholders voted in favor of item 1, election of directors, item 2, ratification of appointment of Forvis Mazars, LLP, and item 3, advisory vote on executive compensation. Proxies were solicited by the Company’s management pursuant to Section 14 of the Securities Exchange Act of 1934, and regulations thereunder.

A total of 10,827,307 shares were represented and voting at the meeting, constituting 82.69% of the 13,093,184 issued and outstanding shares entitled to vote at the meeting. There was no solicitation in opposition to Management’s nominees for directorship as listed in the proxy statement, and all of such nominees were elected pursuant to the vote of shareholders. The vote on the election of the five nominees to serve as Class I directors for two-year terms was as follows:

1
	For	Percent Votes Cast “For”	Against and Withheld
James C. Holly	7,825,660	94.69%	438,631
Kevin J. McPhaill	7,988,990	96.66%	275,301
Susan M. Abundis	7,966,094	96.39%	298,197
Morris A. Tharp	7,800,052	94.38%	464,239
Lynda B. Scearcy	7,909,928	95.71%	354,363
Michele M. Gil	7,915,896	95.78%	348,395

There were 2,563,016 broker non-votes received with respect to this item.

The terms of the following directors continued after the shareholders’ meeting: Albert L. Berra, Vonn R. Christenson, Ermina Karim, Julie G. Castle, and Laurence S, Dutto.

The appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026 was ratified, with the number of shares cast as follows:

For:10,629,321

Against:191,401

Abstain:6,585

The number voting “for” constituted 98.23% of the total number of shares represented and voting at the meeting with respect to proposal 2. There were no broker non-votes with respect to this item.

The advisory vote on executive compensation was approved, with the number of shares cast as follows:

For:7,881,291

Against:295,325

Abstain:87,675

The number voting “for” constituted 96.38% of the total number of shares represented and voting at the meeting with respect to proposal 3. There were 2,563,016 broker non-votes received with respect to this item.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SIERRA BANCORP



Dated: May 21, 2026	By:	/s/ Christopher G. Treece
		Christopher G. Treece
		Executive Vice President &
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Sierra Bancorp (BSRR) shareholders approve at the 2026 annual meeting?

Shareholders approved all Class I director nominees, ratified Forvis Mazars, LLP as the 2026 independent auditor, and passed the advisory vote on executive compensation, reflecting broad support across governance and pay-related items.

How many Sierra Bancorp (BSRR) shares were represented at the 2026 annual meeting?

A total of 10,827,307 shares were represented and voting, equal to 82.69% of the 13,093,184 issued and outstanding shares entitled to vote, indicating a relatively high level of shareholder participation in the meeting.

What were the vote results for Sierra Bancorp’s (BSRR) auditor ratification?

Ratification of Forvis Mazars, LLP as independent registered public accounting firm for 2026 received 10,629,321 votes for, 191,401 against, and 6,585 abstentions, with the affirmative votes representing 98.23% of shares voting on this proposal.

How strongly did Sierra Bancorp (BSRR) shareholders support executive compensation?

The advisory vote on executive compensation received 7,881,291 votes for, 295,325 against, and 87,675 abstentions. The “for” votes represented 96.38% of the total shares represented and voting on this proposal, indicating strong support for the pay program.

What level of support did Sierra Bancorp (BSRR) directors receive in the 2026 election?

Each Class I director nominee received between 7,800,052 and 7,988,990 votes for, with support ranging from 94.38% to 96.66% of votes cast “for.” There were also 2,563,016 broker non-votes recorded on this election item.

Filing Exhibits & Attachments

3 documents