Bogota Financial Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Stockholders held on May 14, 2026. Bogota Financial Corp. (BSBK), incorporated in Maryland, is a registered entity on The Nasdaq Stock Market, LLC.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting outcomes.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Election of Directors: Peter T. Donnelly and John Masterson were elected for three-year terms. Both received over 10.8 million votes "For" with approximately 330,000 votes "Withhold."
- Ratification of Auditors: The appointment of S.R. Snodgrass, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified with 11,784,331 votes "For" and 224,570 votes "Against."
- Executive Compensation (Say-on-Pay): The compensation of named executive officers was approved on an advisory basis with 10,790,223 votes "For" and 375,056 votes "Against."
- Frequency of Say-on-Pay Votes: Stockholders voted on the frequency of future advisory votes. The "3 Years" option received the majority support with 8,973,360 votes, compared to 2,156,831 for "1 Year" and 21,479 for "2 Years."
Guidance, Outlook, and Management Commentary
The Board of Directors intends to file an amendment to this Form 8-K within 150 days after the meeting to disclose their final decision regarding the frequency of future Say-on-Pay votes, based on the advisory results. No financial guidance or risk factors were disclosed in this specific filing.
Key Facts for Investor Verification
- Verify the Board's final decision on the Say-on-Pay frequency in the upcoming 8-K amendment.
- Confirm the appointment of S.R. Snodgrass, P.C. as the auditor for the 2026 fiscal year.
- Note the significant number of broker non-votes (844,524) recorded for director elections and executive compensation matters.