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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 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 27, 2026 

 

The Bancorp, Inc. 

(Exact name of registrant as specified in its charter)

 

Commission File Number: 000-51018

 

Delaware   23-3016517 
(State or other jurisdiction of   (IRS Employer
incorporation)   Identification No.)

 

409 Silverside Road

Wilmington, DE 19809

(Address of principal executive offices, including zip code)

 

302-385-5000 

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

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, par value $1.00 per share   TBBK   Nasdaq Global Select

 

 

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

[_] 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. [_]

 
 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

The final results of the proposals submitted to a vote of stockholders at the annual meeting of stockholders of The Bancorp, Inc. (the “Company”) held on May 27, 2026 (the “Annual Meeting”) are as follows:

 

Proposal No. 1: The stockholders approved the election of each of the ten director nominees to serve for a one-year term, expiring at the 2027 annual meeting of stockholders or until their respective successors are elected and qualified, by the votes set forth below.

 

Nominees Votes For Votes Against Abstentions Broker Non-Votes
             
Dwayne L. Allen 35,648,223   145,475   21,022 2,455,867
Todd J. Brockman 35,635,494   158,703   20,523 2,455,867
Matthew N. Cohn 34,773,482   1,019,713   21,525 2,455,867
Cheryl D. Creuzot 33,643,246   1,328,874   842,600 2,455,867
Hersh Kozlov 35,417,572   374,441   22,707 2,455,867
Damian M. Kozlowski 35,333,054   461,408   20,258 2,455,867
William H. Lamb 34,653,593   1,140,105   21,022 2,455,867
James J. McEntee III 34,957,181   836,014   21,525 2,455,867
Stephanie B. Mudick 35,638,529   155,168   21,023 2,455,867
Mark E. Tryniski 35,666,505   127,691   20,524 2,455,867

 

Proposal No. 2: The stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2025, by the votes set forth below.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
34,569,859   1,220,698   24,163   2,455,867

 

Proposal No. 3: The stockholders ratified on an advisory, non-binding basis, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the votes set forth below.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
38,117,666   121,595   31,326   0

 

 

 

 

 
 
 

 

SIGNATURES

 

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.

 

Date: June 1, 2026 The Bancorp, Inc.
     
  By: /s/ Erika Caesar     
  Name: Erika Caesar   
  Title: General Counsel and Corporate Secretary