First Busey (NASDAQ: BUSE) boosts buyback and OKs equity incentive plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
First Busey Corporation reported results from its 2026 annual meeting and several capital actions. Stockholders approved the Second Amended 2020 Equity Incentive Plan, adding authorization for 2,100,000 shares of common stock for a wide range of equity and cash-based awards to employees, directors, and consultants.
Shareholder turnout was strong, with 66,222,000 shares represented, or 77.4% of the 85,504,477 shares outstanding and entitled to vote. All 12 director nominees were elected with roughly 96–99% of votes cast in favor. Stockholders also gave 97.0% support in a non-binding advisory vote on executive compensation and 94.4% support for the amended equity plan.
The meeting further ratified RSM US LLP as independent registered public accounting firm with 97.5% of votes cast in favor. Separately, the board amended the share repurchase program to increase the capacity by 4,000,000 shares, bringing the remaining authorization to 4,903,775 shares of common stock that may be repurchased over time at the company’s discretion.
Positive
- None.
Negative
- None.
Insights
First Busey combined higher equity incentives with a modestly larger buyback pool under strong shareholder support.
The meeting shows solid governance continuity: all 12 directors were re-elected with high support and shareholders backed executive pay and the amended equity incentive plan. The plan adds 2,100,000 shares for various award types, supporting ongoing talent retention and performance-based compensation.
On capital management, the board increased the share repurchase program by 4,000,000 shares, with 4,903,775 shares now authorized for potential buybacks. This provides flexibility to return capital, but actual impact depends on future repurchase activity, which is at the board’s discretion and without a fixed timeline.
8-K Event Classification
4 items: 5.02, 5.07, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Equity plan share increase: 2,100,000 shares
Shares outstanding entitled to vote: 85,504,477 shares
Shares represented at meeting: 66,222,000 shares
+4 more
7 metrics
Equity plan share increase
2,100,000 shares
Additional common stock authorized under Second Amended 2020 Equity Incentive Plan
Shares outstanding entitled to vote
85,504,477 shares
Common stock outstanding and entitled to vote at 2026 annual meeting
Shares represented at meeting
66,222,000 shares
Shares present or represented by proxy at annual meeting (77.4%)
Say-on-pay support
54,382,423 votes (97.0%)
Votes for non-binding advisory approval of executive compensation
Equity plan approval votes
52,960,105 votes (94.4%)
Votes for approval of Second Amended 2020 Equity Incentive Plan
Repurchase program increase
4,000,000 shares
Additional shares authorized under amended share repurchase program
Remaining repurchase authorization
4,903,775 shares
Common shares that may be repurchased under amended program as of May 20, 2026
Key Terms
Second Amended 2020 Equity Incentive Plan, non-binding advisory vote, broker non-votes, share repurchase program, +1 more
5 terms
Second Amended 2020 Equity Incentive Plan financial
"approved the First Busey Corporation Second Amended 2020 Equity Incentive Plan (the “Amended Plan”)."
non-binding advisory vote financial
"Non-binding, advisory vote to approve executive officer compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"There were 10,141,821 broker non-votes in connection with the election of directors."
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
"ratified the appointment of RSM US LLP as Busey’s independent registered public accounting firm"
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
__________________________________________
(Exact name of Registrant as specified in its charter)
__________________________________________
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | ||||||||
| (Registrant’s telephone number, including area code) | ||||||||
| N/A | ||||||||
| (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 | ||||||||||||
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). ☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Equity Incentive Plan
On May 20, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of First Busey Corporation (“Busey”), Busey’s stockholders, upon the recommendation of Busey’s Board of Directors, approved the First Busey Corporation Second Amended 2020 Equity Incentive Plan (the “Amended Plan”). The Amended Plan authorizes an increase of 2,100,000 shares of Busey’s common stock, $0.001 par value, for equity awards, which may be granted in any one or a combination of the following forms: incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, restricted stock units, performance-based restricted stock units, deferred stock units, and other equity-based or equity-related or cash-based awards, including without limitation, the grant or offer for sale of unrestricted shares, bonus share awards, phantom share awards, performance share awards, performance units settled in shares, and performance units settled in cash. Equity awards under the Amended Plan may or may not include dividend equivalents. Participants under the Amended Plan may include employees, directors, and consultants of Busey or its subsidiaries.
A summary of the principal features of the Amended Plan was included in Busey’s amended definitive proxy statement for the Annual Meeting, as filed with the U.S. Securities and Exchange Commission on April 13, 2026 (the “Proxy Statement”). The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by the summary of the principal features of the Amended Plan included in the Proxy Statement and the full text of the Amended Plan, a copy of which was filed as Appendix A to the Proxy Statement, and is incorporated by reference into this Current Report on Form 8-K.
First Busey Corporation (BUSE) | 2026 Annual Meeting Voting Results — 1
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 20, 2026, Busey held the Annual Meeting. Stockholder representation at the Annual Meeting is summarized as follows:
Shares of common stock outstanding and entitled to vote at the Annual Meeting | 85,504,477 | ||||
Shares represented at the Annual Meeting by Busey stockholders who were present or by Busey stockholders who were represented by proxy | 66,222,000 | ||||
| Percentage of shares represented | 77.4 | % | |||
At the Annual Meeting, Busey stockholders voted on four proposals, as described in the Proxy Statement. Final results of voting on each of the matters submitted to a vote of stockholders during the Annual Meeting are as follows:
Proposal 1: Election of directors
Busey stockholders elected 12 individuals to serve as Busey's directors for a one-year term expiring at the 2027 Annual Meeting of Stockholders or when their successors are elected and have qualified. There were 10,141,821 broker non-votes in connection with the election of directors.
| Name | Votes For | % of Votes For | Votes Withheld | % of Votes Withheld | ||||||||||||||||||||||
| Stanley J. Bradshaw | 53,672,783 | 95.7 | % | 2,407,396 | 4.3 | % | ||||||||||||||||||||
| Rodney K. Brenneman | 55,056,259 | 98.2 | % | 1,023,920 | 1.8 | % | ||||||||||||||||||||
| Steven W. Caple | 55,018,321 | 98.1 | % | 1,061,858 | 1.9 | % | ||||||||||||||||||||
| Michael D. Cassens | 54,887,238 | 97.9 | % | 1,192,941 | 2.1 | % | ||||||||||||||||||||
| Van A. Dukeman | 54,592,320 | 97.3 | % | 1,487,859 | 2.7 | % | ||||||||||||||||||||
| Jennifer M. Grigsby | 55,200,162 | 98.4 | % | 880,017 | 1.6 | % | ||||||||||||||||||||
| Karen M. Jensen | 54,942,454 | 98.0 | % | 1,137,725 | 2.0 | % | ||||||||||||||||||||
| Frederic L. Kenney | 54,424,276 | 97.0 | % | 1,655,903 | 3.0 | % | ||||||||||||||||||||
| Stephen V. King | 54,355,920 | 96.9 | % | 1,724,259 | 3.1 | % | ||||||||||||||||||||
| Kevin S. Rauckman | 55,215,293 | 98.5 | % | 864,886 | 1.5 | % | ||||||||||||||||||||
| Scott A. Wehrli | 55,197,187 | 98.4 | % | 882,992 | 1.6 | % | ||||||||||||||||||||
| Tiffany B. White | 54,937,873 | 98.0 | % | 1,142,306 | 2.0 | % | ||||||||||||||||||||
Proposal 2: Non-binding, advisory vote to approve executive officer compensation
Busey stockholders approved, in a non-binding advisory vote, the compensation of Busey's named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 54,382,423 | 1,037,631 | 660,125 | 10,141,821 | |||||||||||||||||
| 97.0% | 1.8% | 1.2% | ||||||||||||||||||
Proposal 3: Approval of the First Busey Corporation Second Amended 2020 Equity Incentive Plan
Busey stockholders approved the Amended Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 52,960,105 | 2,681,456 | 438,618 | 10,141,821 | |||||||||||||||||
| 94.4% | 4.8% | 0.8% | ||||||||||||||||||
First Busey Corporation (BUSE) | 2026 Annual Meeting Voting Results — 2
Proposal 4: Ratification of independent registered public accounting firm
Busey stockholders ratified the appointment of RSM US LLP as Busey’s independent registered public accounting firm for the year ending December 31, 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 64,541,386 | 1,480,312 | 200,302 | Not Applicable | |||||||||||||||||
| 97.5% | 2.2% | 0.3% | ||||||||||||||||||
Item 8.01. Other Events
Amendment to Share Repurchase Program
On May 20, 2026, Busey's board of directors approved an amendment to Busey’s previously adopted share repurchase program to increase the number of shares of Busey’s common stock available for repurchase by 4,000,000 shares. As of the close of business on May 20, 2026, under the amended share repurchase program, Busey is now authorized to repurchase, from time to time as Busey deems appropriate, up to a remaining number of 4,903,775 shares of Busey's common stock. Repurchases may be made in the open market, through block trades or otherwise, and in privately negotiated transactions. The repurchase program does not obligate Busey to repurchase any dollar amount or number of shares. The repurchase program has no expiration date, and may be expanded, modified, suspended, or discontinued by Busey's board of directors at its discretion at any time.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number | Description of Exhibit | |||||||
| 10.1 | First Busey Corporation Second Amended 2020 Equity Incentive Plan, filed with the U.S. Securities and Exchange Commission on April 13, 2026, as Appendix A to the Definitive Proxy Statement Amendment No. 1 and incorporated herein by reference | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) | |||||||
First Busey Corporation (BUSE) | 2026 Annual Meeting Voting Results — 3
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, thereunto duly authorized.
FIRST BUSEY CORPORATION | |||||||||||||||||
| By: | /s/ CHRISTOPHER H.M. CHAN | ||||||||||||||||
| Christopher H.M. Chan | |||||||||||||||||
| Executive Vice President, Chief Financial Officer | |||||||||||||||||
| Date: | May 22, 2026 | ||||||||||||||||
First Busey Corporation (BUSE) | 2026 Annual Meeting Voting Results — 4
FAQ
What were the key voting results for First Busey (BUSE) director elections in 2026?
All 12 director nominees were elected with strong support. For example, individual nominees received between about 95% and 99% of votes cast "for," with broker non-votes reported at 10,141,821 shares in connection with the director election proposals at the annual meeting.