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Nicolet Bankshares (NIC) investors approve directors, auditor and say-on-pay

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

Rhea-AI Filing Summary

Nicolet Bankshares, Inc. held its Annual Meeting of shareholders on May 18, 2026. Shareholders elected all 12 director nominees, each receiving more votes "For" than "Withheld," with Glen E. Tellock receiving 14,910,311 votes for and 194,103 withheld.

Shareholders also ratified the selection of Forvis Mazars, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 16,862,884 votes for, 31,390 against and 35,540 abstentions. On a non-binding advisory basis, shareholders approved the compensation of Nicolet’s named executive officers, with 10,078,861 votes for, 4,938,131 against, 87,770 abstentions and 1,825,052 broker non-votes.

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 Glen E. Tellock 14,910,311 votes Director election at 2026 Annual Meeting
Votes for auditor ratification 16,862,884 votes Forvis Mazars, LLP ratified for fiscal year ending December 31, 2026
Votes against auditor ratification 31,390 votes Forvis Mazars, LLP selection
Say-on-pay votes for 10,078,861 votes Non-binding approval of named executive officer compensation
Say-on-pay votes against 4,938,131 votes Non-binding approval of named executive officer compensation
Say-on-pay broker non-votes 1,825,052 votes Advisory vote on executive compensation
broker non-votes financial
"Name | For | 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.
independent registered public accounting firm financial
"Forvis Mazars, LLP as Nicolet’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.
non-binding basis financial
"Approval, on a non-binding basis, of the compensation paid"
named executive officers financial
"compensation paid to Nicolet’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
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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 18, 2026
 
NICOLET BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 001-37700 47-0871001
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
 
111 North Washington Street
Green Bay, Wisconsin 54301
(Address of principal executive offices)
 
(920) 430-1400
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareNICNew York Stock Exchange
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.
At the annual meeting of the shareholders of Nicolet Bankshares, Inc. (“Nicolet”), held on May 18, 2026 (the “Annual Meeting”), Nicolets shareholders voted on the following proposals:
Proposal 1:    Election of Directors.
NameForWithheldBroker Non-Votes
Michael E. Daniels14,214,456892,1031,823,255
Robert B. Atwell14,869,264237,2961,823,254
Carl J. Chaney14,261,504842,9071,825,403
John N. Dykema13,750,4901,353,9201,825,404
Janet E. Godwin14,302,512801,8991,825,403
Matthew J. Hayek14,311,522792,8891,825,403
Donald J. Long, Jr.13,765,7001,338,7121,825,402
Tracy S. McCormick14,265,913838,4981,825,403
Susan L. Merkatoris14,051,0251,053,3841,825,405
Oliver Pierce Smith14,267,807836,6041,825,403
Glen E. Tellock14,910,311194,1031,825,400
Robert J. Weyers14,042,1631,062,2471,825,404
Proposal 2:    Ratification of the selection of Forvis Mazars, LLP as Nicolet’s independent registered public accounting
        firm for the fiscal year ending December 31, 2026.
ForAgainstAbstainBroker Non-Votes
16,862,88431,39035,540N/A
Proposal 3:    Approval, on a non-binding basis, of the compensation paid to Nicolet’s named executive officers.
ForAgainstAbstainBroker Non-Votes
10,078,8614,938,13187,7701,825,052




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 hereunto duly authorized.
 
Date:May 18, 2026NICOLET BANKSHARES, INC.
    
 By: /s/ H. Phillip Moore, Jr. 
         H. Phillip Moore, Jr. 
         Chief Financial Officer 

FAQ

What did Nicolet Bankshares (NIC) shareholders decide at the 2026 annual meeting?

Shareholders elected all 12 director nominees, ratified Forvis Mazars, LLP as auditor for 2026, and approved, on a non-binding basis, compensation for named executive officers. Each proposal received more votes in favor than against.

Were all Nicolet Bankshares (NIC) director nominees elected in 2026?

Yes. All 12 director nominees were elected. Each nominee received more votes "For" than "Withheld," led by Glen E. Tellock with 14,910,311 for and 194,103 withheld, along with 1,825,400 broker non-votes recorded on his election.

Which audit firm did Nicolet Bankshares (NIC) shareholders ratify for fiscal 2026?

Shareholders ratified Forvis Mazars, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 16,862,884 votes for, 31,390 against, and 35,540 abstentions, and no broker non-votes reported for this proposal.

How did Nicolet Bankshares (NIC) shareholders vote on executive compensation in 2026?

On a non-binding advisory basis, shareholders approved compensation for the named executive officers, with 10,078,861 votes for, 4,938,131 against, 87,770 abstentions, and 1,825,052 broker non-votes. This reflects overall support but also a notable level of opposition.

What are broker non-votes in the Nicolet Bankshares (NIC) 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. For director elections and the say-on-pay vote, 1,823,255 to 1,825,405 broker non-votes were recorded per item, while the auditor ratification proposal reported N/A for broker non-votes.

Filing Exhibits & Attachments

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