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 28, 2026
 


Esquire Financial Holdings, Inc.
(Exact name of the registrant as specified in its charter)


Maryland
001-38131
27-5107901
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)

100 Jericho Quadrangle, Suite 100
    
Jericho, New York
  
11753
(Address of principal executive offices)
  
(Zip Code)

(516) 535-2002
(Registrant’s telephone number)

N/A
(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 (See General Instruction A.2. below):

☐
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-4c)

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, $0.01 par value
 
ESQ
 
NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 Securities Holders

The Annual Meeting of Stockholders of Esquire Financial Holdings, Inc. (the “Company”) was held on May 28, 2026.  The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Definitive Proxy Statement for the Annual Meeting.  Of the 8,637,034 shares outstanding and entitled to vote, 7,625,348 shares were present at the meeting in person or by proxy.  The stockholders elected all of the nominees listed in Proposal 1, and approved Proposals 2 and 3. The final results of the stockholders’ vote are as follows:

1.
Election of directors:

For a three-year term
  
For
  
Withheld
    
Broker Non-Votes
               
Raymond Kelly
  
6,165,991
  
64,040
    
1,395,317
               
Robert J. Mitzman
  
4,873,358
  
1,356,673
    
1,395,317
               
Kevin C. Waterhouse
  
5,879,631
  
350,400
    
1,395,317

For a two-year term
  
For
  
Withheld
    
Broker Non-Votes
               
Todd Deutsch
  
5,968,414
  
261,617
    
1,395,317

2.
The approval of the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

For
  
Against
  
Abstain
  
Broker Non-votes
             
7,472,223
  
17,282
  
135,843
  
—

3.
The approval of an advisory vote on executive compensation (“Say-on-Pay”):

For
  
Against
  
Abstain
  
Broker Non-votes
             
6,055,238
  
164,334
  
10,459
  
1,395,317

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.


   
ESQUIRE FINANCIAL HOLDINGS, INC.
     
     
     
Dated:  May 28, 2026
By:  
 /s/ Andrew C. Sagliocca
   
Andrew C. Sagliocca
   
Vice Chairman, Chief Executive Officer and President