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 19, 2026
Rhinebeck Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
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Maryland | | | 001-38779 | | 83-2117268 |
(State or Other Jurisdiction) of Incorporation) | | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
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2 Jefferson Plaza, Poughkeepsie, New York | | 12601 | |||
(Address of Principal Executive Offices) | | (Zip Code) | |||
Registrant’s telephone number, including area code:(845) 454-8555
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | RBKB | | The NASDAQ Stock Market, LLC |
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-4(c))
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. |
The Annual Meeting of Stockholders of Rhinebeck Bancorp, Inc. (the “Company”) was held on May 19, 2026. The final results of the vote on each matter submitted to a vote of stockholders are as follows:
| 1. | The following individuals were elected as directors of the Company. Three directors were elected to serve a three-year term, and one director was elected to serve a two-year term, as indicated below, each to hold office until their respective successors are duly elected and qualified. The voting results for each nominee were as follows: |
| | | | | | |
| | For | | Withhold | | Broker Non-Votes |
William C. Irwin (two-year term) | | 9,080,423 | | 609,873 | | 759,877 |
Steven E. Howell (three-year term) | | 9,179,375 | | 510,921 | | 759,877 |
Sharon A. McGinnis (three-year term) | | 9,169,367 | | 520,929 | | 759,877 |
Matthew J. Smith (three-year term) | | 9,654,863 | | 35,433 | | 759,877 |
| 2. | The appointment of Wolf & Company, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the following vote: |
| | | | |
For | | Against | | Abstentions |
10,412,954 | | 34,549 | | 2,670 |
| 3. | The compensation of the Company's named executive officers, as described in the Company’s proxy statement dated April 15, 2026, was approved on an advisory (non-binding) basis by the following vote: |
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
9,545,385 | | 134,792 | | 10,119 | | 759,877 |
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.
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| RHINEBECK BANCORP, INC. |
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DATE: May 19, 2026 | By: /s/ Kevin Nihill |
| Kevin Nihill |
| Chief Financial Officer |