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 | |