Wilson Bank Holding (WBHC) investors reelect directors and back 2026 pay plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Wilson Bank Holding Company held its 2026 Annual Meeting of Shareholders, where investors approved all proposals presented. Four Class I directors – J. Randall Clemons, William P. Jordan, James Anthony Patton and Lisa Pominski – were elected to three-year terms, each receiving over 6.35 million votes in favor with only withheld votes recorded.
Shareholders also ratified RubinBrown LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 6,374,070 votes for, 2,066 against and 143,598 abstentions. In addition, a non-binding advisory vote approved the Company’s named executive officer compensation programs and practices, receiving 6,265,978 votes for, 72,617 against and 181,139 abstentions.
Positive
- None.
Negative
- None.
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
Votes for Clemons: 6,408,256 votes
Votes for Jordan: 6,358,294 votes
Votes for Patton: 6,411,798 votes
+5 more
8 metrics
Votes for Clemons
6,408,256 votes
Election of Class I director J. Randall Clemons
Votes for Jordan
6,358,294 votes
Election of Class I director William P. Jordan
Votes for Patton
6,411,798 votes
Election of Class I director James Anthony Patton
Votes for Pominski
6,420,028 votes
Election of Class I director Lisa Pominski
Auditor ratification for votes
6,374,070 votes
Ratification of RubinBrown LLP for fiscal year ending December 31, 2026
Auditor ratification abstain
143,598 votes
Abstentions on RubinBrown LLP ratification proposal
Say-on-pay for votes
6,265,978 votes
Non-binding advisory vote on executive compensation
Say-on-pay against votes
72,617 votes
Votes against executive compensation advisory resolution
Key Terms
non-binding advisory vote, independent registered public accounting firm, Broker Non-Votes, emerging growth company, +1 more
5 terms
non-binding advisory vote financial
"The non-binding advisory vote on the Company's named executive officer compensation programs and practices"
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.
independent registered public accounting firm financial
"The ratification of the appointment of RubinBrown LLP as the Company’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.
Broker Non-Votes financial
"For | | Against | | Abstain | | Broker Non-Votes 6,374,070 | | 2,066 | | 143,598 | | —"
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.
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."
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.
proxy statement regulatory
"as described in detail in the Company's definitive proxy statement for the Shareholders Meeting"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
FAQ
Which directors were elected at Wilson Bank Holding Company’s 2026 meeting?
Shareholders elected four Class I directors to three-year terms: J. Randall Clemons, William P. Jordan, James Anthony Patton and Lisa Pominski. Each received over 6.35 million "For" votes, with only withheld authority votes and no “Against” votes reported in the tabulation.
What were the results of WBHC’s say-on-pay vote in 2026?
The non-binding advisory vote on named executive officer compensation was approved, with 6,265,978 votes for, 72,617 against and 181,139 abstentions. This indicates shareholder support for the company’s compensation programs and practices as described in the March 20, 2026 definitive proxy statement.
Did all Wilson Bank Holding Company directors stand for election in 2026?
No. Only four Class I directors stood for election to three-year terms ending at the 2029 annual meeting. The filing notes that remaining directors not up for re-election at the 2026 Shareholders Meeting continue to serve on the Company’s Board of Directors.