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  4. [8-K] FIRST NORTHERN COMMUNITY BANCORP Reports Material Event

Broad shareholder support at First Northern (NASDAQ: FNRN) 2026 annual meeting

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

First Northern Community Bancorp reported the results of its Annual Meeting of Shareholders held on May 19, 2026. Shareholders elected 11 directors to the board, with each nominee receiving over 9.5 million votes in favor and relatively few votes withheld, plus 1.95 million broker non-votes recorded for each seat.

Shareholders also approved two additional proposals, each receiving strong support. One proposal received 9,144,400 votes for, 107,971 against and 165,180 abstentions, with 2,136,864 broker non-votes. Another proposal received 11,433,489 votes for, 15,344 against and 105,582 abstentions, indicating broad shareholder approval.

Positive

  • None.

Negative

  • None.
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.
Votes for highest-supported director 9,598,535 votes Director nominees John M. Carbahal and Jean-Luc Servat at 2026 annual meeting
Largest votes withheld for a director 106,155 votes Against or authority withheld for director Patrick R. Brady
Broker non-votes for director election 1,950,863 votes Director slate at 2026 Annual Meeting of Shareholders
Proposal 2 votes for 9,144,400 votes Non-director proposal with 107,971 against and 165,180 abstain
Proposal 2 broker non-votes 2,136,864 votes Non-director proposal at 2026 Annual Meeting
Proposal 3 votes for 11,433,489 votes Non-director proposal with 15,344 against and 105,582 abstain
Annual Meeting of Shareholders regulatory
"On May 19, 2026, First Northern Community Bancorp held its Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Broker Non-Votes regulatory
"Directors | Votes For | Against or Authority Withheld | Broker Non-Votes"
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.
Abstain regulatory
"For | Against | Abstain | Broker Non-Votes 9,144,400 | 107,971 | 165,180 | 2,136,864"
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 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.
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Understanding 8-K Material Events →
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 19, 2026

FIRST NORTHERN COMMUNITY BANCORP
(Exact Name of Registrant as Specified in Its Charter)

000-30707
(Commission File Number)

California
68-0450397
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

195 N FIRST STREET
DIXON, California 95620
(Address of principal executive offices, including zip code)

(707) 678-3041
(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:

☐
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
FNRN
FNRN
NASDAQ

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
On May 19, 2026, First Northern Community Bancorp (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s shareholders acted upon the three proposals listed below.  The final results for the votes regarding each proposal are set forth below.

1.
To elect the following eleven (11) persons to the Board of Directors to serve until the 2027 Annual Meeting of Shareholders or until their respective successors shall be elected and qualified:


Directors

Votes For
Against or
Authority
Withheld

Broker
Non-Votes
Richard Bedoya
9,523,958
79,594
1,950,863
Patrick R. Brady
9,497,397
106,155
1,950,863
John M. Carbahal
9,598,535
5,017
1,950,863
Gregory DuPratt
9,597,203
6,349
1,950,863
Barbara A. Hayes
9,597,536
6,016
1,950,863
Richard M. Martinez
9,597,203
6,349
1,950,863
Sean P. Quinn
9,524,509
79,043
1,950,863
Mark C. Schulze
9,524,509
79,043
1,950,863
Jean-Luc Servat
9,598,535
5,017
1,950,863
Jeremiah Z. Smith
9,597,203
6,349
1,950,863
Louise A. Walker
9,576,646
26,906
1,950,863

2.
To approve a non-binding advisory proposal on the compensation of the Company’s Named Executive Officers:

For
Against
Abstain
Broker
Non-Votes
9,144,400
107,971
165,180
2,136,864

3.
To ratify the appointment by the Audit Committee of the Board of Directors of Baker Tilly US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

For
Against
Abstain
11,433,489
15,344
105,582

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.

Date: May 26, 2026

 
FIRST NORTHERN COMMUNITY BANCORP
 
 
 
 
 
By:
/s/ Jeremiah Z. Smith
 
 
 
Jeremiah Z. Smith
 
 
 
President/Chief Executive Officer
 
 


Source: View Original Filing on SEC EDGAR

FAQ

What did First Northern Community Bancorp (FNRN) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing 11 directors and two additional proposals. All director nominees received strong support, and both non-director proposals passed with large majorities of votes cast in favor, based on the reported tabulation.

Were the director nominees elected at First Northern Community Bancorp’s 2026 annual meeting?

Yes, all 11 director nominees were elected. Each nominee received more than 9.5 million votes for and only a small number of votes withheld, along with 1,950,863 broker non-votes recorded for the director election.

How strong was shareholder support for the non-director proposals at FNRN’s 2026 meeting?

Support was strong for both additional proposals. One received 9,144,400 votes for versus 107,971 against, and the other received 11,433,489 votes for versus 15,344 against, indicating broad approval among voting shareholders.

What are broker non-votes in the First Northern Community Bancorp (FNRN) 2026 vote results?

Broker non-votes arise when brokers hold shares in street name and do not receive voting instructions on certain proposals. The report shows 1,950,863 broker non-votes for the director election and 2,136,864 broker non-votes on one of the other proposals.

Who signed the First Northern Community Bancorp report on the 2026 shareholder meeting results?

President and Chief Executive Officer Jeremiah Z. Smith signed the report on behalf of First Northern Community Bancorp. His signature confirms the company’s submission of the official voting results from the May 19, 2026 Annual Meeting of Shareholders.

Filing Exhibits & Attachments

3 documents

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