Business Context and Reporting Period
This Form 8-K reports on the 2026 Annual Meeting of Shareholders held by Patriot National Bancorp, Inc. on May 20, 2026. The meeting addressed the election of directors, a proposed reverse stock split, and the ratification of the independent auditor. As of the record date (April 7, 2026), there were 117,085,713 shares of voting common stock outstanding, with approximately 76.7% represented at the meeting.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder votes. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent Form 10-K or 10-Q for financial statements.
Material Changes and Shareholder Votes
Three proposals were submitted to shareholders and approved:
- Proposal 1 (Election of Directors): Seven nominees were elected. While all were approved, two directors received significant "withheld" votes:
- Carlos P. Salas: 54,030,335 For vs. 9,110,227 Withheld.
- Jeffrey Seabold: 54,166,726 For vs. 8,973,836 Withheld.
- Steven A. Sugarman, Anahit Magzanyan, Mario De Tomasi, and Jonathan Roth received over 95% of the votes cast in favor.
- Proposal 2 (Reverse Stock Split Authorization): Shareholders authorized the Board to amend the Certificate of Incorporation to effect a reverse stock split.
- Ratio: Within a range of 1-for-10 to 1-for-20.
- Timing: To be determined by the Board within one year of approval.
- Vote Result: 89,535,129 For vs. 213,141 Against.
- Proposal 3 (Auditor Ratification): The appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the year ending December 31, 2026, was ratified with 89,746,398 votes For.
Guidance, Outlook, and Risks
The filing contains no management commentary on financial guidance, future outlook, or specific risk factors. The primary strategic implication is the shareholder approval of a potential reverse stock split, which is often utilized to increase share price and meet listing requirements, though the specific ratio and execution date remain at the Board's discretion.
Key Facts for Investor Verification
- Verify the specific reverse stock split ratio and implementation date once announced by the Board (must occur within one year of May 20, 2026).
- Review the reasons for the significant "withheld" votes (approx. 14-15% of votes cast) for directors Carlos P. Salas and Jeffrey Seabold.
- Confirm the impact of the reverse stock split on the company's share count and market capitalization.
- Check subsequent filings for the official execution of the reverse stock split.