Finwise Bancorp Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Finwise Bancorp on June 25, 2026, regarding events occurring at the Company's 2026 Annual Meeting of Shareholders held on the same date. The filing details the outcomes of shareholder votes on director elections, stock plan amendments, and auditor ratification.
Key Financial Metrics
The filing text does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance and shareholder voting results.
Material Changes and Corporate Actions
- Stock Plan Amendment: Shareholders approved an amendment to the FinWise Bancorp 2019 Stock Plan, increasing the number of shares available for awards by 750,000 to a total of 2,530,000 shares.
- Director Elections: Shareholders elected two director nominees, Gerald E. Cunningham and Lisa Ann Nievaard, to serve until the 2029 Annual Meeting or until their successors are qualified.
- Auditor Ratification: Shareholders ratified the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Voting Results and Management Commentary
Out of 13,706,039 shares entitled to vote, 11,183,721 shares were represented at the meeting. The voting outcomes were as follows:
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Gerald E. Cunningham | 7,747,333 | 1,288,385 (Withheld) | - | 2,148,003 |
| Election of Lisa Ann Nievaard | 6,681,199 | 2,354,519 (Withheld) | - | 2,148,003 |
| Stock Plan Amendment | 7,097,563 | 1,938,155 | - | 2,148,003 |
| Auditor Ratification | 10,357,336 | 752,192 | 74,193 | - |
Management expects named executive officers to continue participating in the amended 2019 Stock Plan.
Investor Verification Checklist
- Verify the full text of the amended 2019 Stock Plan (Exhibit 10.1) to understand specific award terms and vesting schedules.
- Review the Company's proxy statement filed on April 28, 2026, for detailed biographies of the newly elected directors and the rationale for the stock plan increase.
- Confirm the independence and qualifications of Baker Tilly US, LLP as the new independent auditor for the 2026 fiscal year.
- Monitor future filings for the impact of the increased share pool on potential dilution to existing shareholders.