Seacoast Banking (SBCF) investors approve board declassification and pay plan

Rhea-AI Filing Summary

Seacoast Banking Corporation of Florida reported the results of its 2026 Annual Meeting of Shareholders. Of the 97,657,404 common shares outstanding as of the record date, 86,561,253 were represented in person or by proxy, indicating strong shareholder participation.

Shareholders elected five Class III directors by plurality vote and approved an amendment to the Amended and Restated Articles of Incorporation to declassify the board of directors, with 74,322,292 votes for, 54,450 against, and 38,378 abstentions. This moves the company toward annual election of all directors over time.

Investors also approved, on an advisory and non-binding basis, the compensation of named executive officers, with 72,732,371 votes for and 1,512,734 against, and ratified the appointment of Crowe LLP as independent auditors for the year ending December 31, 2026. Following the meeting, management discussed business strategy, financial performance, recent developments, and future opportunities with shareholders in attendance.

Insights

Corporate governance analyst

Shareholders backed all proposals, including declassifying the board.

The meeting confirms broad shareholder support for Seacoast Banking Corporation of Florida’s current leadership and governance changes. All five Class III directors were elected, and the proposal to declassify the board passed well above the two-thirds of votes-cast threshold.

Declassifying the board typically leads to annual elections for all directors, which can increase board accountability because shareholders vote more frequently on each seat. Shareholders also backed executive pay in the advisory vote and ratified Crowe LLP as auditor for the 2026 fiscal year, signaling comfort with compensation practices and the audit relationship.

Management’s post-meeting discussion of strategy, financial performance, and future opportunities suggests continued engagement with shareholders. Subsequent company filings may provide more detail on how the board declassification will be implemented across future director election cycles.

8-K Event Classification

2 items: 5.07, 7.01

2 items

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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Shares outstanding (record date): 97,657,404 shares Shares represented at meeting: 86,561,253 shares Declassify board votes for: 74,322,292 votes +4 more

7 metrics

Shares outstanding (record date) 97,657,404 shares Common stock outstanding as of annual meeting record date

Shares represented at meeting 86,561,253 shares Present in person or by proxy at 2026 annual meeting

Declassify board votes for 74,322,292 votes Proposal to amend Articles to declassify board

Declassify board votes against 54,450 votes Proposal to amend Articles to declassify board

Say-on-pay votes for 72,732,371 votes Advisory vote on compensation of named executive officers

Auditor ratification votes for 86,112,129 votes Ratification of Crowe LLP as independent auditors for 2026

Broker non-votes on director election 12,146,133 votes Broker non-votes for each Class III director nominee

Key Terms

Declassify the Board of Directors, Broker Non-Votes, Advisory (Non-binding) Vote, Regulation FD Disclosure, +1 more

5 terms

Declassify the Board of Directors financial

"to Declassify the Board of Directors."

Broker Non-Votes financial

"Votes For | Votes 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.

Advisory (Non-binding) Vote financial

"Advisory (Non-binding) Vote to Approve Compensation"

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure Following the adjournment"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Independent auditors financial

"ratify the appointment of Crowe LLP as independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

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Understanding 8-K Material Events →

0000730708false00007307082026-05-202026-05-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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

SEACOAST BANKING CORPORATION OF FLORIDA

(Exact Name of Registrant as Specified in Charter)

Florida			000-13660			59-2260678
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

815 COLORADO AVENUE,

STUART

FL

34994

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (772) 287-4000

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
Common Stock, $0.10 par value			SBCF			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.  ☐

SEACOAST BANKING CORPORATION OF FLORIDA

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 20, 2026, Seacoast Banking Corporation of Florida (the "Company") held its 2026 Annual Meeting of Shareholders. Of the 97,657,404 shares of common stock of the Company outstanding as of the record date for the Annual Meeting, 86,561,253 shares were present at the meeting in person or by proxy. The final results of each of the proposals voted on by the Company's shareholders are described below:

Proposal One - Elect Directors: To elect five Class III directors. The vote for each director is as set forth below.

			Number of Shares
Nominee			Votes For			Votes Withheld			Broker Non-Votes
Michael E. Griffin			74,225,828			189,292			12,146,133
Dennis S. Hudson, III			71,775,352			2,639,768			12,146,133
Kathleen B. Kay			73,245,174			1,169,946			12,146,133
Alvaro J. Monserrat			66,146,370			8,268,750			12,146,133
Randolph A. Moore, III			65,871,672			8,543,448			12,146,133

The five nominees were each elected to the board by a plurality of the votes cast, as required by the Company's bylaws.

Proposal Two - Amend the Company's Amended and Restated Articles of Incorporation: To approve the proposed amendment to the Company's Amended and Restated Articles of Incorporation to Declassify the Board of Directors.

Votes For			Votes Against			Abstentions
74,322,292			54,450			38,378

The vote required to approve this proposal was the affirmative vote of two-thirds (66 2/3%) of the votes cast on the proposal. Accordingly, this proposal was approved. A copy of the amendment to the Company’s Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 to this report on Form 8-K and incorporated herein by reference.

Proposal Three - Advisory (Non-binding) Vote to Approve Compensation of Named Executive Officers: To hold an advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.

Votes For			Votes Against			Abstentions			Broker Non-Votes
72,732,371			1,512,734			170,015			12,146,133

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

Proposal Four - Ratification of Appointment of Independent Auditor: To ratify the appointment of Crowe LLP as independent auditors for the Company for the fiscal year ending December 31, 2026.

Votes For			Votes Against			Abstentions
86,112,129			405,061			44,063

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

Item 7.01 Regulation FD Disclosure

Following the adjournment of the 2026 Annual Meeting of Shareholders, Management discussed the Company's business strategy, financial performance, recent developments, and future opportunities with shareholders in attendance.

Exhibit No.						Description
3.1						Articles of Amendment to the Amended and Restated Articles of Incorporation of Seacoast Banking Corporation of Florida
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

SEACOAST BANKING CORPORATION OF FLORIDA

Dated: May 20, 2026			/s/ Tracey L. Dexter
			Tracey L. Dexter
			EVP, Chief Financial Officer

FAQ

What did Seacoast Banking Corporation of Florida (SBCF) shareholders approve at the 2026 annual meeting?

Shareholders approved all four proposals, including electing five Class III directors, declassifying the board, an advisory vote supporting executive compensation, and ratifying Crowe LLP as independent auditors for the fiscal year ending December 31, 2026.

How many Seacoast Banking (SBCF) shares were represented at the 2026 annual meeting?

A total of 86,561,253 shares were present in person or by proxy out of 97,657,404 shares of common stock outstanding as of the record date, indicating a high level of shareholder participation in the meeting.

Did Seacoast Banking (SBCF) shareholders approve declassifying the board of directors?

Yes. The amendment to declassify the board of directors received 74,322,292 votes for, 54,450 votes against, and 38,378 abstentions, exceeding the required two-thirds of votes cast needed for approval under the company’s governing documents.

How did Seacoast Banking (SBCF) shareholders vote on executive compensation?

In the advisory, non-binding vote on named executive officer compensation, 72,732,371 votes were cast in favor, 1,512,734 against, and 170,015 abstained, with 12,146,133 broker non-votes. The majority support meant the advisory proposal was approved.

Which auditor did Seacoast Banking (SBCF) shareholders ratify for fiscal year 2026?

Shareholders ratified the appointment of Crowe LLP as independent auditors for the fiscal year ending December 31, 2026, with 86,112,129 votes for, 405,061 against, and 44,063 abstentions, meeting the majority-of-votes-cast requirement.

What topics did Seacoast Banking (SBCF) management discuss after the 2026 annual meeting?

Following adjournment of the annual meeting, management discussed the company’s business strategy, financial performance, recent developments, and future opportunities with shareholders in attendance, as noted under the Regulation FD Disclosure section of the report.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 10.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB