pnbk20260526_8k.htm
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 20, 2026
PATRIOT NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Connecticut | 000-29599 | 06-1559137 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 900 Bedford Street, Stamford, Connecticut | 06901 | |
| (Address of principal executive offices) | (Zip Code) |
900 Bedford Street
Stamford, Connecticut 06901
(Address of Principal Executive Offices) (Zip Code)
(203) 252-5900
(Registrant's telephone number, including area code)
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:
| ☐ | 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 $0.01 per share | PNBK | NASDAQ Global Market |
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 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
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.
On May 20, 2026, Patriot National Bancorp, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Meeting”). On the record date of April 7, 2026, there were 117,085,713 shares of voting common stock outstanding and entitled to vote at the Meeting. A majority of the shareholders of the Company, which beneficially owned approximately 76.7% of its outstanding voting common stock, were represented in person or by proxy at the Meeting. The matters listed below were submitted to a vote of the shareholders and each of them was approved at the Meeting.
The final results of the shareholders’ votes are as follows:
Proposal 1 – Election of Directors.
The following seven directors were each elected at the Meeting to serve as a director, until the next Annual Meeting of Shareholders and until his or her successor is duly elected and qualified, based upon the following votes:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Steven A. Sugarman | 62,999,665 | 140,897 | 26,634,615 | |||||||||
| Carlos P. Salas | 54,030,335 | 9,110,227 | 26,634,615 | |||||||||
| Edward N. Constantino | 56,470,136 | 6,670,426 | 26,634,615 | |||||||||
| Anahit Magzanyan | 62,859,130 | 281,432 | 26,634,615 | |||||||||
| Mario De Tomasi | 62,608,534 | 532,028 | 26,634,615 | |||||||||
| Jonathan Roth | 62,923,733 | 216,829 | 26,634,615 | |||||||||
| Jeffrey Seabold | 54,166,726 | 8,973,836 | 26,634,615 | |||||||||
Proposal 2 – Authorization of the Board to Amend the Company’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split.‐‐
The shareholders approved the authorization of the Board to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of all issued and outstanding shares of the Company’s common stock at a ratio within the range of 1-for-10 to 1-for-20, with the specific ratio and timing to be determined by the Board in its sole discretion within one (1) year of the date of shareholder approval, based on the following votes:
| For | Against | Abstentions/Withheld | Broker Non-Votes | ||||||||||
| 89,535,129 | 213,141 | 26,907 | — | ||||||||||
Proposal 3 – Ratification of the Appointment of Independent Registered Accounting Firm.
The appointment of Baker Tilly US, LLP to serve as the independent registered public accounting firm for the Company for the year ending December 31, 2026 was ratified based on the following votes:
| For | Against | Abstentions/Withheld | Broker Non-Votes | ||||||||||
| 89,746,398 | 15,549 | 13,230 | — | ||||||||||
SIGNATURE
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.
| Patriot National Bancorp, Inc. | ||
| May 26, 2026 | By: | /s/ Carlos P. Salas |
| Name: Carlos P. Salas | ||
| Title: Chief Financial Officer | ||