US Corporate Board Director Changes SEC Filings — May 21, 2026

USA Board Room Changes

By Gunpowder Editorial ·

50 high priority 50 total filings analysed

Executive Summary

The 50 filings from May 21, 2026, reveal a significant wave of leadership transitions across US public companies, with a notable concentration in the financial and energy sectors. A key theme is the high level of shareholder dissent on executive compensation and equity plan approvals, with several companies (BankUnited, MaxLinear, ANI Pharmaceuticals) seeing 7-15% opposition, signaling growing investor activism.

The data shows a clear pattern of insider confidence, with several companies appointing new CFOs and CEOs, while others like Glimpse Group and Jet.AI face near-complete leadership turnover or severe financial distress. Capital allocation remains mixed, with dividend increases at Aebi Schmidt and American Tower contrasting with ongoing cash burn at Jet.AI and leadership departures at Omega Healthcare. The most critical development is the high materiality events at Glimpse Group (9/10) and Jet.AI (9/10), which present both significant risk and potential turnaround opportunities. Overall, the filings suggest a market in transition, with companies aggressively managing succession plans while facing heightened shareholder scrutiny on governance and pay practices.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Corporate Board Director Changes SEC Filings digest from May 20, 2026.

Investment Signals (12)

  • Near-complete leadership turnover (CEO, CFO, Board member resignations) with no clear successor, creating extreme uncertainty.

  • Jet.AI (MIXED)

    Revenue declined 51.6% YoY, gross loss widened, but cash position improved to $13.5M (up from $1.8M) and merger with flyExclusive on track for June 11 vote.

  • Multi-year succession plan executed with CEO and CFO retirements, but both remain as consultants, suggesting smooth transition.

  • Appointed new CEO with $1M base salary and $8M sign-on equity, signaling confidence in growth strategy.

  • Appointed experienced CFO (Fastly, Fitbit) and sold Global Knowledge unit, streamlining operations.

  • Elected McDonald's CMO to board, bringing strong brand-building expertise to support #1 high-end beer position.

  • Appointed CFO from CI Financial ($550B+ AUM), signaling expansion in global real assets and private markets.

  • MaxLinear (BEARISH)

    Equity plan approval received only 70% support (53M for vs 22.6M against), indicating significant shareholder opposition to dilution.

  • Say-on-Pay received only 89.5% support, and equity plan approval was close (60.2% for), signaling governance concerns.

  • Kohl's (NEUTRAL)

    Compensation plan approved with 67.4M for vs 3.3M against, but 19.8M broker non-votes indicate institutional caution.

  • Appointed interim CFO at $14,000/week with contract expiring July 1, 2026, indicating urgency in CFO search.

  • CFO resigned after Q1 earnings, but full-year 2026 guidance reaffirmed, providing some stability.

Risk Flags (10)

Opportunities (10)

  • Multi-year succession plan with CEO and CFO retirements provides clear leadership path; both remain as consultants, ensuring continuity.

  • Appointment of Michael Weinbach with $8M sign-on equity signals strong growth focus; new CEO often brings strategic shifts and operational improvements.

  • Amit Muni's experience at CI Financial ($550B+ AUM) and WisdomTree positions the firm for expansion in global real assets and private markets.

  • Sale of Global Knowledge unit streamlines operations, allowing focus on core business; new CFO from Fastly/Fitbit brings turnaround expertise.

  • McDonald's CMO Morgan Flatley brings global brand-building expertise, supporting premium beer strategy and potential market share gains.

  • flyExclusive merger vote on June 11, 2026, could transform the company; improved cash position ($13.5M) and zero debt provide financial flexibility.

  • Appointment of John Livingston with cybersecurity and industrial operations expertise positions the company for data center and AI infrastructure growth.

  • Teresa Chia's appointment as independent director and Audit Committee member brings fresh perspective and governance expertise.

  • L.B. Foster/Promotion Strategy (OPPORTUNITY)

    Internal promotions of three executives signal strong talent pipeline and strategic roadmap execution.

  • Alfred T. Rogers, Jr. brings experience growing USAmeriBank to $4.6B in assets, suggesting potential for significant growth.

Sector Themes (6)

  • Financial Sector Leadership Transitions

    Multiple financial companies (Radian, Omega Healthcare, BCB Bancorp, BayFirst, Union Bankshares) announced CEO/CFO changes, indicating sector-wide succession planning. This pattern suggests a generational shift in leadership, which could drive strategic changes in capital allocation and risk management.

  • Shareholder Activism on Compensation

    7 out of 50 filings showed notable shareholder dissent on say-on-pay or equity plan approvals (BankUnited, MaxLinear, ANI, VeriSign, Third Coast, White Mountains, American States Water). Average opposition was 8-15%, significantly above the typical 5% threshold, signaling growing investor scrutiny on pay practices and dilution.

  • Energy Sector Board Refresh

    Diversified Energy, FuelCell Energy, and NRG Energy all appointed new directors with energy industry expertise, reflecting a focus on energy transition, cybersecurity, and data center power solutions. This trend aligns with the growing demand for resilient power infrastructure for AI and data centers.

  • CFO Turnover Wave

    At least 8 companies (Skillsoft, Cohen & Steers, Genvor, Portillo's, Rent the Runway, Pelthos Therapeutics, L.B. Foster, Glimpse Group) announced CFO changes, representing 16% of filings. This high turnover rate suggests companies are upgrading finance talent to navigate complex market conditions and regulatory requirements.

  • Governance and Board Composition Focus

    Several companies (Constellation Brands, NerdWallet, FuelCell Energy, NRG Energy) appointed independent directors with specific expertise (CMO, cybersecurity, energy), indicating a strategic shift toward board composition that aligns with growth priorities. This trend is positive for long-term value creation.

  • Dividend Stability and Growth

    Aebi Schmidt ($0.10 annual dividend), American Tower ($1.79 quarterly), Valhi ($0.08 quarterly), and Alexander's all maintained or initiated dividends, signaling financial health and shareholder return commitment despite market uncertainty.

Watch List (8)

  • Monitor for appointment of new CEO, CFO, and directors; expected during June 2026. Failure to fill positions quickly could signal deeper issues. [June 2026]

  • Shareholder vote scheduled for June 11, 2026; approval would transform the company. Monitor for any last-minute opposition or regulatory issues. [June 11, 2026]

  • Taylor Pickett retires October 1, 2026; monitor for any strategic shifts under new CEO Matthew Gourmand. [October 1, 2026]

  • Michael Weinbach becomes CEO-Elect June 1, 2026, and CEO August 13, 2026. Monitor for strategic announcements and potential changes in capital allocation. [August 13, 2026]

  • Interim CFO contract expires July 1, 2026; monitor for permanent CFO appointment. Delay could indicate difficulty attracting talent. [July 1, 2026]

  • CFO departs June 3, 2026; monitor for replacement and any impact on full-year guidance reaffirmation. [June 3, 2026]

  • New auditor Grant Thornton engaged; monitor for any financial restatements or reporting delays in upcoming filings. [Ongoing]

  • Interim CEO appointed; monitor for permanent CEO appointment and any strategic changes. Failure to appoint quickly could signal internal turmoil. [Ongoing]

Filing Analyses (50)
BankUnited, Inc. 8-K mixed materiality 6/10

21-05-2026

BankUnited, Inc. held its 2026 Annual Meeting on May 21, 2026, where shareholders approved the Amended and Restated 2023 Omnibus Equity Incentive Plan, increasing the share reserve by 1.5 million shares to a total of 2,301,549 shares and extending the plan termination date to May 21, 2036. All nine director nominees were elected, and the appointment of Deloitte & Touche LLP as independent auditor for 2026 was ratified. However, the advisory vote on executive compensation (Say-on-Pay) received only 89.5% support, and the equity plan approval was notably close, with 60.2% for and 39.8% against, indicating significant shareholder dissent.

  • · The Amended Plan extends the termination date from May 16, 2033 to May 21, 2036.
  • · The equity plan approval received 36,175,265 For votes, 23,906,092 Against, and 993,760 Abstain, with 6,891,801 broker non-votes.
  • · The Say-on-Pay proposal received 54,673,360 For, 6,236,321 Against, and 165,436 Abstain, with 6,891,801 broker non-votes.
  • · Auditor ratification was overwhelmingly approved with 67,952,223 For, 7,163 Against, and 7,532 Abstain.
  • · All director nominees were elected with For votes ranging from 59,527,530 (Sanjiv Sobti) to 60,953,296 (John N. DiGiacomo).
RADIAN GROUP INC 8-K neutral materiality 7/10

21-05-2026

Radian Group Inc. announced the appointment of Michael Weinbach as CEO-Elect effective June 1, 2026, and as CEO and Board member effective August 13, 2026, succeeding Richard G. Thornberry who will retire as CEO and Board member on August 12, 2026. Weinbach will receive a total compensation package including a $1M base salary, a 2026 STI target of $1,166,666, a $6M LTI award, and sign-on equity awards totaling up to $8M in PSUs and RSUs. The company also adopted a new 2026 Inducement Grant Equity Plan reserving 500,000 shares for equity grants to new hires.

  • · Weinbach's employment agreement has an initial term through December 31, 2029, with automatic one-year renewals unless 180-day notice is given.
  • · Weinbach will receive severance of 2x base salary plus 2x target STI award if terminated without cause or for good reason, plus prorated STI and 18 months of medical coverage reimbursement.
  • · The CEO Employment Agreement includes a restrictive covenant with an 18-month non-compete period post-termination.
  • · Weinbach must purchase a matching number of shares of Radian common stock to retain the Match Sign-On RSUs.
  • · The Inducement Plan was adopted without stockholder approval under NYSE Rule 303A.08.
  • · Weinbach holds an MBA from Harvard Business School and a BS in Economics from The Wharton School.
Ivanhoe Electric Inc. 8-K neutral materiality 3/10

21-05-2026

Ivanhoe Electric Inc. disclosed that its majority-owned subsidiary Cordoba Minerals Corp. entered into a consulting agreement with Quentin Markin as interim CEO, effective May 20, 2026. Mr. Markin will receive a monthly fee of $7,500 plus expense reimbursement. The agreement terminates upon appointment of a new CEO or by notice. Mr. Markin continues as EVP of Business Development and Strategy Execution at Ivanhoe Electric and as a Cordoba Minerals director.

  • · The consulting agreement was entered into on May 20, 2026, retroactively covering services since Mr. Markin's appointment as interim CEO on March 6, 2026.
  • · The agreement can be terminated for cause by Cordoba Minerals or without cause by either party with one month's written notice.
  • · Mr. Markin also serves as a director of Cordoba Minerals.
Skillsoft Corp. 8-K positive materiality 7/10

21-05-2026

Skillsoft appointed Ron Kisling as CFO effective immediately, succeeding John Frederick who is retiring. Kisling brings over 40 years of finance experience, including CFO roles at Fastly and Fitbit. The company also announced the sale of its Global Knowledge business unit to Enduring Ventures, expected to close in Q2 fiscal 2026.

  • · John Frederick will act as advisor through early September.
  • · Frederick's retirement is not related to financial or operating results.
  • · Global Knowledge sale is subject to customary closing conditions and regulatory approvals.
CONSTELLATION BRANDS, INC. 8-K positive materiality 4/10

21-05-2026

Constellation Brands elected Morgan Flatley, Executive Vice President and Global CMO of McDonald's, as an independent director effective May 20, 2026, returning the board to twelve members after Bill Newlands' retirement. Flatley brings extensive global brand-building experience from McDonald's and PepsiCo, which the company expects to support its position as the #1 high-end beer supplier in the U.S. by dollar sales. The filing contains no financial results or negative performance metrics.

  • · Flatley has been named to the Forbes World's Most Influential CMOs list multiple times and received Adweek's Brand Genius honor.
  • · Prior to McDonald's, Flatley spent 13 years at PepsiCo, most recently as SVP and CMO of Global Nutrition for Quaker, Tropicana, Gatorade, and Naked Juice.
  • · Constellation Brands operates in the U.S., Mexico, New Zealand, and Italy.
  • · The company describes itself as one of the fastest-growing large CPG companies in the U.S. at retail.
Aebi Schmidt Holding AG 8-K positive materiality 6/10

21-05-2026

At the 2026 Annual General Meeting, Aebi Schmidt Holding AG shareholders approved all board proposals, including the election of Barend Fruithof as Chair and an annual dividend of up to $0.10 per share. The Board declared a quarterly dividend of $0.025 per share, payable on June 25, 2026, to shareholders of record on June 5, 2026. The dividend is a return of capital, tax-free for Swiss shareholders.

  • · Shareholders elected Barend Fruithof as Chair of the Board; he was previously Vice Chair.
  • · The dividend is payable on June 25, 2026, to shareholders of record on June 5, 2026.
  • · The dividend is a return of capital, fully paid out of reserves from capital contributions, tax-free for Swiss shareholders.
  • · Company employs approximately 6,000 employees and operates production facilities and service centers across Europe and North America.
UNIVERSAL HEALTH SERVICES INC 8-K neutral materiality 4/10

21-05-2026

Universal Health Services, Inc. (UHS) announced the resignation of Matthew J. Peterson, Executive Vice President and President of Behavioral Health, effective June 19, 2026, to pursue an external non-competitive opportunity. All of his unvested equity awards will terminate, and he will receive no further compensation beyond accrued benefits. CEO Marc D. Miller will assume interim responsibilities for the Behavioral Health Division while a permanent replacement search begins.

  • · Mr. Peterson has been with the company since 2019.
  • · His resignation is effective June 19, 2026.
  • · All unvested stock options, restricted stock units, and performance-based restricted stock units will terminate as of the effective date.
  • · No severance or additional compensation beyond accrued benefits and legally required payments.
  • · CEO Marc D. Miller will oversee the Behavioral Health Division with the help of Senior Vice Presidents during the interim period.
PARKERVISION INC 8-K neutral materiality 5/10

21-05-2026

ParkerVision announced the appointment of Anthony (Tony) Bowers as a Class II director, filling the vacancy created by the retirement of Lewis H. Titterton, Jr. on May 15, 2026. Mr. Bowers brings over 30 years of corporate and institutional sales experience, including leadership roles at OTR Global and Goldman Sachs, and will support the company's international licensing program and patent enforcement strategy.

  • · The vacancy was created by the May 15, 2026 retirement of Lewis H. Titterton, Jr.
  • · Mr. Titterton remains a large shareholder and is expected to continue supporting the company.
  • · Mr. Bowers holds an MBA in Accounting and Finance from Wharton School and a BA in Economics from Amherst College.
  • · ParkerVision is involved in multiple U.S. patent enforcement actions alleging broad infringement.
  • · The company's forward-looking statements carry standard risks including those detailed in its 10-K for FY2025 and 10-Q for Q1 2026.
Jasper Therapeutics, Inc. 8-K neutral materiality 3/10

21-05-2026

Jasper Therapeutics, Inc. announced the resignation of board member Christian Nolet effective May 15, 2026, with no disagreement related to company operations. The board appointed Svetlana Lucas, Ph.D. to the Audit Committee. No financial figures or performance metrics were disclosed in this filing.

  • · Christian Nolet's resignation was effective immediately on May 15, 2026, and was not due to any disagreement with the company.
  • · Svetlana Lucas, Ph.D. was appointed to the Audit Committee of the Board.
AMERICAN TOWER CORP /MA/ 8-K neutral materiality 5/10

21-05-2026

American Tower Corporation declared a quarterly cash distribution of $1.79 per share, payable on July 13, 2026 to stockholders of record on June 12, 2026. The filing also includes director/officer departure/election items, but no details on those changes are provided in the exhibit.

  • · Distribution payable on July 13, 2026
  • · Record date is June 12, 2026
  • · Company is one of the largest global REITs with nearly 150,000 communications sites and a U.S. data center footprint
OMEGA HEALTHCARE INVESTORS INC 8-K mixed materiality 8/10

21-05-2026

Omega Healthcare Investors announced a planned leadership transition: CEO Taylor Pickett will retire on October 1, 2026, and President Matthew Gourmand will succeed him as CEO and join the Board. CFO Bob Stephenson will retire on August 1, 2026, and Chief Accounting Officer Neal Ballew will become CFO. The departures are part of a multi-year succession plan, and both Pickett and Stephenson will remain as consultants after retirement.

  • · Pickett's retirement effective October 1, 2026; Stephenson's retirement effective August 1, 2026.
  • · Gourmand will join the Board of Directors upon Pickett's retirement.
  • · Both Pickett and Stephenson will remain as consultants after retirement.
  • · Omega's portfolio grew from 258 assets to 1,124 assets during Pickett's tenure.
  • · Omega achieved the highest total shareholder return of all publicly traded REITs over the 25-year period (over 10,000%).
  • · Omega's market capitalization increased from approximately $60 million to over $15 billion.
  • · Stephenson oversaw the establishment of investment grade credit ratings and a well-laddered maturity schedule with leverage near all-time lows.
VALHI INC /DE/ 8-K neutral materiality 4/10

21-05-2026

Valhi, Inc. declared a regular quarterly dividend of $0.08 per share, payable June 25, 2026 to holders of record June 4, 2026. At the annual meeting, all six director nominees were elected and executive compensation was approved on a nonbinding advisory basis. Following the meeting, Randy L. Hill was appointed to fill the board vacancy caused by the death of W. Hayden McIlroy on April 19, 2026, and was also appointed to the audit committee.

  • · Dividend record date: June 4, 2026; payment date: June 25, 2026.
  • · All six director nominees were elected for one-year terms.
  • · Nonbinding advisory vote on named executive officer compensation was approved.
  • · Randy L. Hill was appointed to the board and audit committee following the death of W. Hayden McIlroy on April 19, 2026.
  • · Valhi operates in chemicals (TiO2), component products (security and recreational marine), and real estate management/development.
MOHAWK INDUSTRIES INC 8-K mixed materiality 6/10

21-05-2026

Mohawk Industries held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the 2026 Incentive Plan, elected three directors, ratified KPMG as auditor, and approved executive compensation on an advisory basis. All director nominees received strong support, with Jeffrey S. Lorberbaum receiving 51,075,758 votes for (97.4% of votes cast), while Karen A. Smith Bogart received 42,231,791 votes for (80.3% of votes cast), indicating some shareholder dissent. The advisory vote on executive compensation passed with 48,793,836 votes for (92.9% of votes cast), but 3,732,023 votes against (7.1%) show notable opposition. A stockholder proposal on majority vote standard was not acted upon due to the proponent's absence.

  • · The 2026 Incentive Plan will terminate on May 21, 2036, unless extended with shareholder approval.
  • · The 2026 Plan allows grants of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance awards, dividend equivalent rights, other equity-based awards, and cash-based awards.
  • · Shares reserved under the 2026 Plan are reduced by one share for each share awarded under the Prior Plan after December 31, 2025 and before May 21, 2026.
  • · A stockholder proposal regarding a majority vote standard was not acted upon because the proponent or a qualified representative did not attend the Annual Meeting.
  • · Broker non-votes totaled 2,725,067 on director elections, advisory compensation, and the 2026 Plan.
Genvor Inc 8-K positive materiality 6/10

21-05-2026

Genvor Inc. (OTCQB: GNVR) announced the appointment of Donald Kalkofen as Chief Financial Officer, effective May 21, 2026. Mr. Kalkofen brings over 20 years of CFO experience in biotechnology, financial services, and technology, including guiding companies through IPOs and complex capital markets transactions. The appointment is intended to support Genvor’s dual-market growth strategy in agriculture and human health, though no specific financial metrics or performance data were disclosed in this filing.

  • · Donald Kalkofen is a Certified Public Accountant (inactive) and holds a Bachelor of Arts in Accounting from Washington State University.
  • · He led preparations for Alpha Cognition's successful NASDAQ listing and established new banking, audit committee, and investor relations functions.
  • · At Protagonist Therapeutics, he supported the company's successful SOX 404(b) implementation.
  • · Genvor is developing biological actives for crop protection and plant health alongside consumer-focused peptide solutions.
ANI PHARMACEUTICALS INC 8-K mixed materiality 5/10

21-05-2026

ANI Pharmaceuticals held its 2026 Annual Meeting on May 21, 2026, where all seven director nominees were elected, Ernst & Young LLP was ratified as the independent auditor for FY2026, and the say-on-pay proposal was approved on an advisory basis. Stockholders also approved the Amended and Restated 2022 Stock Incentive Plan and voted, on an advisory basis, to hold future say-on-pay votes every one year. However, the say-on-pay proposal received notable opposition with 1,058,460 votes against (7.1% of votes cast), and the Amended 2022 Stock Plan also faced significant dissent with 1,080,387 votes against (7.3% of votes cast).

  • · The record date for the Annual Meeting was March 23, 2026.
  • · All seven director nominees were elected with the lowest 'For' votes received by Renee P. Tannenbaum (14,063,620) and the highest by Nikhil Lalwani (14,873,796).
  • · The ratification of Ernst & Young LLP passed overwhelmingly with 16,874,103 'For' votes and only 7,333 'Against'.
  • · The advisory vote on the frequency of say-on-pay resulted in 14,412,299 votes for 'One Year', 4,947 for 'Two Years', 467,236 for 'Three Years', and 11,343 abstentions.
  • · The Amended 2022 Stock Plan received 13,806,050 'For' votes, 1,080,387 'Against', and 9,388 abstentions, with 2,030,222 broker non-votes.
VERISIGN INC/CA 8-K neutral materiality 5/10

21-05-2026

At the May 21, 2026 Annual Meeting, VeriSign stockholders approved an amendment and restatement of the 2006 Equity Incentive Plan, extending its termination date to 2036 without increasing available shares, and ratified all five proposals including the election of directors and advisory approval of executive compensation. Notably, director Matthew J. Desch received a significant vote against his election (over 20.8 million against, or 27% of votes cast), while the stockholder proposal for an independent board chairman was soundly defeated with over 58.6 million votes against. All other directors and proposals passed comfortably.

Global Interactive Technologies, Inc. 8-K neutral materiality 4/10

21-05-2026

On May 18, 2026, Global Interactive Technologies, Inc. (GITS) appointed CEO Taehoon Kim as Principal Financial Officer and Principal Accounting Officer, effective immediately, following the resignation of CFO Juhyon Shin. Mr. Kim, 52, has a background as CTO and VP at Hanryu Holdings and founder of Rulemakr Inc. No material plan or arrangement was entered into in connection with the appointment, and the only related-party transaction is a short-term $583 loan from the company to Mr. Kim at 0% interest, which matured on January 7, 2026.

  • · Mr. Kim was appointed as CTO and VP of Hanryu Holdings on June 1, 2022, and interim CEO on February 26, 2024.
  • · He founded Rulemakr Inc. and served as CEO from June 2014 to May 2021.
  • · He holds a bachelor's degree in German Language Education (Feb 1997) and an MBA (Feb 2014) from Seoul National University.
  • · No family relationships exist between Mr. Kim and any director or executive officer.
  • · The short-term loan of $583 at 0% interest was made on January 8, 2025, and matured on January 7, 2026.
ERIE INDEMNITY CO 8-K neutral materiality 5/10

21-05-2026

Erie Indemnity Company announced on May 21, 2026 that Executive Vice President and CFO Julie M. Pelkowski will retire at the end of 2026 after more than 25 years of service. The retirement is not due to any disagreement or dispute with the company. No successor or interim CFO has been named in the filing.

  • · Ms. Pelkowski served as Executive Vice President and CFO since 2023.
  • · The retirement is effective at the end of 2026.
  • · No successor or interim CFO has been announced.
REINSURANCE GROUP OF AMERICA INC 8-K neutral materiality 3/10

21-05-2026

At its 2026 annual meeting on May 20, 2026, Reinsurance Group of America, Incorporated (RGA) shareholders approved an amendment and restatement of the Employee Stock Purchase Plan (A&R ESPP), increasing authorized shares by 300,000 to a total of 400,000 shares. All eleven director nominees were elected, and shareholders also approved the advisory vote on executive compensation and ratified Deloitte & Touche LLP as independent auditor for fiscal 2026. The meeting saw strong shareholder turnout of approximately 92% of outstanding voting shares.

  • · Shareholder turnout was approximately 92% of outstanding voting shares (60,832,411 shares represented).
  • · All 11 director nominees were elected with strong support; the lowest vote total was Shundrawn Thomas with 56,029,149 For votes.
  • · Advisory vote on executive compensation passed with 57,446,754 For, 623,075 Against, and 72,108 Withheld.
  • · Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026 passed with 58,349,211 For, 2,468,496 Against, and 14,704 Withheld.
  • · The A&R ESPP was approved with 58,059,710 For, 33,921 Against, and 48,306 Withheld.
  • · The A&R ESPP increases authorized shares by 300,000 to a total of 400,000 shares.
Rithm Capital Corp. 8-K mixed materiality 6/10

21-05-2026

Rithm Capital Corp. held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the First Amendment to the 2023 Omnibus Incentive Plan, increasing the share reserve by 35 million shares to 69.24 million shares, and elected two Class I directors (David Saltzman and William D. Addas). Stockholders also ratified Ernst & Young LLP as the independent auditor for fiscal 2026 and approved, on a non-binding advisory basis, the compensation of named executive officers. However, the advisory vote on executive compensation showed significant opposition, with 32.85 million votes against and 4.38 million abstentions, representing about 15% of votes cast (excluding broker non-votes).

  • · The First Amendment increased the share reserve by 35,000,000 shares to a total of 69,240,000 shares, less one share for every share subject to an award granted under the 2023 Plan on or after April 1, 2026 and prior to the Annual Meeting.
  • · Broker non-votes totaled 146,946,021 shares on director elections, executive compensation, and the plan amendment, indicating significant institutional non-participation.
  • · The ratification of Ernst & Young LLP as auditor passed with 368,163,966 votes for, 3,268,629 against, and 3,906,816 abstentions, with no broker non-votes on this routine matter.
  • · The advisory vote on executive compensation had 191,163,402 votes for, 32,850,187 against, and 4,379,801 abstentions, reflecting notable shareholder dissent.
CITIGROUP INC 8-K neutral materiality 3/10

21-05-2026

Citigroup Inc. filed an 8-K on May 21, 2026, covering director/officer departure or election matters (Items 5.02 and 5.07). The filing lists Citigroup's various securities registered under Section 12(b) of the Exchange Act, including common stock, depositary shares for preferred stock, trust preferred securities, and multiple series of medium-term senior notes. No financial results or period-over-period comparisons were provided in this filing.

  • · The 8-K covers Items 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers) and 5.07 (Submission of Matters to a Vote of Security Holders).
  • · Specific details on board changes or shareholder votes were not disclosed in this excerpt; the filing primarily contains the exhibit listing registered securities.
ALEXANDERS INC 8-K positive materiality 5/10

21-05-2026

Alexander's Inc. held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the 2026 Omnibus Stock Plan (replacing the 2016 Plan) and re-elected three directors. The plan authorizes 500,000 shares for issuance, including 477,121 shares remaining from the prior plan. All four proposals passed with strong support, including 93.01% of shares represented at the meeting.

  • · Proposal 1: Thomas R. DiBenedetto received 4,133,474 For, 304,109 Withheld; Mandakini Puri received 4,331,357 For, 106,226 Withheld; Russell B. Wight Jr. received 4,148,104 For, 289,479 Withheld.
  • · Proposal 2 (2026 Plan): 4,145,387 For, 290,016 Against, 2,180 Abstain.
  • · Proposal 3 (Say-on-Pay): 4,158,627 For, 269,192 Against, 9,764 Abstain.
  • · Proposal 4 (Auditor Ratification): 4,709,348 For, 40,195 Against, 623 Abstain.
  • · Broker non-votes: 312,583 on Proposals 1-3.
  • · Directors continuing after meeting: Steven Roth, David M. Mandelbaum, Wendy A. Silverstein, Arthur I. Sonnenblick.
WHITE MOUNTAINS INSURANCE GROUP LTD 8-K neutral materiality 5/10

21-05-2026

White Mountains Insurance Group held its 2026 Annual General Meeting on May 21, 2026, where all four Class II director nominees (Liam P. Caffrey, Mary C. Choksi, John K. Chu, and Weston M. Hicks) were elected. Director Steven M. Yi did not stand for re-election and completed his tenure. The advisory resolution on executive compensation passed with 98% approval (1,993,894 votes for), and PricewaterhouseCoopers LLP was ratified as the independent auditor for 2026. Notably, director Weston M. Hicks received significant opposition with 167,615 votes against (8.2%), the highest against any nominee.

  • · Director Weston M. Hicks received 167,615 votes against (8.2% of votes cast), compared to other nominees who received between 28,706 and 112,006 votes against.
  • · Broker non-votes totaled 223,336 on all director elections and the executive compensation advisory vote, representing about 9.0% of outstanding shares.
  • · The independent auditor ratification (Proposal 3) had no broker non-votes and passed with 2,186,203 votes for, 69,271 against, and 2,180 abstentions.
  • · Director Steven M. Yi's departure is due to not standing for re-election, not a contested removal.
HNI CORP 8-K neutral materiality 5/10

21-05-2026

HNI Corp disclosed two key items in its 8-K filing. First, the Board approved a new Change in Control Employment Agreement for CFO Vincent P. Berger II, effective June 1, 2026, with terms substantially identical to the prior agreement. Second, at the May 20, 2026 annual meeting, shareholders elected three directors (John R. Hartnett, Larry B. Porcellato, Dhanusha Sivajee), ratified KPMG as auditor, and approved executive compensation on an advisory basis. All proposals passed with strong support, though director Porcellato received the highest number of against votes (2,685,311).

  • · The new CIC Agreement has a ten-year term and replaces the prior agreement that terminates on June 1, 2026.
  • · Under the CIC Agreement, severance benefits include a lump-sum payment equal to two times the sum of annual base salary and average incentive compensation for the prior two years.
  • · The CIC Agreement includes non-competition provisions for one year post-termination.
  • · Shareholder votes: Hartnett received 55,897,303 for and 1,702,351 against; Porcellato received 54,914,744 for and 2,685,311 against; Sivajee received 56,170,539 for and 1,421,163 against.
  • · Ratification of KPMG: 63,007,838 for, 370,208 against, 48,582 abstain.
  • · Advisory vote on executive compensation: 56,108,616 for, 1,453,871 against, 63,909 abstain.
  • · Broker non-votes were 5,800,232 for each director election and the compensation vote.
Knife River Corp 8-K neutral materiality 5/10

21-05-2026

Knife River Corp appointed Peggy S. Rebstock as Vice President, Chief Accounting Officer and Controller effective May 21, 2026, with an annual base salary of $320,000 and target cash incentive of 50% for 2026. Marney L. Kadrmas was named Senior Vice President of Financial Strategy, transitioning from her former role as Vice President and Chief Accounting Officer. At the annual meeting, all three proposals were approved, including the election of directors Karen B. Fagg and Brian R. Gray, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

  • · Peggy S. Rebstock, age 53, previously served as Vice President of Financial Planning and Analysis since October 2024.
  • · Rebstock's target equity award value for 2027 is expected to be 65% of base salary, subject to Compensation Committee approval.
  • · Rebstock is eligible for the Change in Control Severance Plan with a 2x multiple.
  • · Marney L. Kadrmas transitioned to Senior Vice President of Financial Strategy effective May 21, 2026.
  • · At the annual meeting, Karen B. Fagg received 44,894,087 votes for, 2,265,537 against, 43,546 abstentions, and 4,455,896 broker non-votes.
  • · Brian R. Gray received 47,091,577 votes for, 60,554 against, 51,039 abstentions, and 4,455,896 broker non-votes.
  • · Advisory vote on executive compensation: 45,322,044 for, 1,777,385 against, 103,741 abstentions, 4,455,896 broker non-votes.
  • · Ratification of Deloitte & Touche: 49,836,805 for, 1,769,228 against, 53,033 abstentions.
COHEN & STEERS, INC. 8-K positive materiality 6/10

21-05-2026

Cohen & Steers, Inc. (NYSE: CNS) announced the appointment of Amit Muni as Executive Vice President and Chief Financial Officer, effective June 8, 2026. Muni brings over two decades of experience from CI Financial Corp. (CFO of $550+ billion AUM firm) and WisdomTree, Inc. He will succeed Michael Donohue, who has served as Interim CFO since October 17, 2025 and will return to his role as Controller. The appointment is part of the firm's strategy to expand its global real assets platform and grow in wealth and private markets.

  • · Amit Muni will join the firm's Executive Committee and report to CEO Joseph Harvey.
  • · Michael Donohue served as Interim CFO since October 17, 2025 and will continue in that role until June 8, 2026, then return to his role as Controller.
  • · Muni's prior experience includes senior finance and accounting roles at the International Securities Exchange (ISE), Instinet Group, PricewaterhouseCoopers and National Securities Clearing Corporation.
  • · Cohen & Steers was founded in 1986 and is headquartered in New York City with offices in London, Dublin, Hong Kong, Tokyo and Singapore.
Energy Services of America CORP 8-K neutral materiality 3/10

21-05-2026

Energy Services of America Corporation appointed Troy Taylor, 54, as Chief Operating Officer (COO) on May 20, 2026. Mr. Taylor brings 35 years of construction industry experience and previously served as the company's Chief Operations Manager from 2025 to 2026. No material compensatory arrangements or transactions requiring disclosure were entered into in connection with his appointment.

  • · Mr. Taylor is 54 years old.
  • · He served as Vice President of CJ Hughes Construction Company, Inc. from 2011 to 2025.
  • · His expertise includes construction management, inspection services, equipment management, estimating, business development, and customer relations.
  • · No material plan, contract, or arrangement was entered into with Mr. Taylor in connection with his appointment.
Glimpse Group, Inc. 8-K negative materiality 9/10

21-05-2026

On May 15, 2026, The Glimpse Group, Inc. (VRAR) announced the resignations of three directors and officers: Jeff Enslin (Board member), Maydan Rothblum (CFO, COO, Secretary, Treasurer, and Board member), and Lyron Bentovim (Chairperson, President, CEO, and Board member). All resignations were stated as not due to any disagreement with the Company. The Company expects to appoint a new director, a new CFO, and to transition Tyler Gates (current GM of Brightline Interactive) to CEO during June 2026, though no assurances are given. The departures represent a near-complete turnover of top leadership, creating significant uncertainty about management continuity and strategic direction.

  • · Jeff Enslin's term was set to expire at the 2028 annual meeting.
  • · Maydan Rothblum is expected to remain as an advisor to the Board for legacy matters, public company management, strategy, capital markets, and finance team/audit transition.
  • · Lyron Bentovim's resignation is effective June 15, 2026, while the others are effective immediately (May 15, 2026).
  • · The Company is an emerging growth company and has not elected to use the extended transition period for new financial accounting standards.
Third Coast Bancshares, Inc. 8-K mixed materiality 6/10

21-05-2026

Third Coast Bancshares, Inc. held its Annual Meeting of Shareholders on May 21, 2026, where shareholders approved the Amended and Restated 2019 Omnibus Incentive Plan, increasing the share reserve by 375,000 shares, and ratified Whitley Penn LLP as independent auditor for 2026. Directors were elected with mixed support: Bart O. Caraway, Mary Stich, and Tony Scavuzzo received significant against votes (over 2.7 million each), while Clint Greenleaf and Jeffrey A. Wilkinson were elected with strong support.

  • · The Restated Plan added minimum vesting requirements and prohibited repricing of stock options and stock appreciation rights.
  • · Broker non-votes totaled 1,724,820 for director elections and the Restated Plan, but zero for the auditor ratification.
  • · Whitley Penn LLP was ratified as independent auditor for the year ending December 31, 2026 with 11,859,647 votes for and only 29,563 against.
  • · The Restated Plan was approved with 9,639,839 votes for and 532,053 against, with 37,550 abstentions.
ClearPoint Neuro, Inc. 8-K neutral materiality 4/10

21-05-2026

ClearPoint Neuro held its Annual Meeting on May 20, 2026, where stockholders approved the Seventh Amended and Restated 2013 Incentive Compensation Plan, ratified Cherry Bekaert LLP as auditors, and elected seven directors. The Board appointed committee memberships and confirmed R. John Fletcher as Chairman. No financial results were disclosed.

  • · All seven director nominees received over 9.6 million votes for, with broker non-votes of 9,991,790.
  • · Ratification of auditors passed with 19,296,330 for, 20,086 against, 482,057 abstentions, and no broker non-votes.
  • · Advisory vote on executive compensation: 8,825,126 for, 442,728 against, 538,829 abstentions, 9,991,790 broker non-votes.
  • · Approval of incentive compensation plan: 7,517,634 for, 1,793,261 against, 495,788 abstentions, 9,991,790 broker non-votes.
  • · The Board determined all committee members are independent under Nasdaq rules; R. John Fletcher qualifies as an audit committee financial expert.
Diversified Energy Co 8-K positive materiality 3/10

21-05-2026

Diversified Energy Company (NYSE: DEC, LSE: DEC) announced the appointment of Kirk Oliver as an independent non-executive director, effective May 21, 2026. Mr. Oliver brings approximately 20 years of energy industry and financial expertise, having served as CFO of Equitrans Midstream Corporation and UGI, and will join the Board’s Audit and Risk and Sustainability and Safety Committees. The filing contains only positive forward-looking statements with no negative or flat metrics to report.

  • · Kirk Oliver will serve on the Board’s Audit and Risk and Sustainability and Safety Committees.
  • · Mr. Oliver holds a Bachelor of Science in Electrical Engineering from Lawrence Technological University and an MBA from the University of Chicago Booth School of Business.
  • · His career includes investment banking at Lehman Brothers in the Global Power and Energy Group.
MAXLINEAR, INC 8-K mixed materiality 6/10

21-05-2026

MaxLinear, Inc. held its 2026 Annual Meeting on May 20, 2026, where stockholders approved the re-election of two Class II directors (Carolyn D. Beaver and Theodore L. Tewksbury, Ph.D.), ratified Grant Thornton LLP as independent auditor for FY2026, and approved amendments to the equity incentive plan (adding 3,204,107 shares) and the employee stock purchase plan. The advisory vote on named executive officer compensation passed with 64,001,500 votes in favor, though 11,281,333 voted against, indicating notable dissent. The equity plan amendment received a relatively narrow approval (53,023,149 for vs. 22,625,779 against), reflecting significant shareholder opposition.

  • · The Amended and Restated Equity Incentive Plan received a relatively narrow approval with 53,023,149 votes for and 22,625,779 against, indicating significant shareholder opposition.
  • · The advisory vote on named executive officer compensation had 11,281,333 votes against, representing about 15% of votes cast, showing notable dissent.
  • · The Amended and Restated ESPP was approved with 75,305,372 votes for and only 315,686 against, indicating strong support.
  • · Grant Thornton LLP was ratified as independent auditor for FY2026 with 83,765,497 votes for and only 182,307 against.
  • · The equity plan amendment includes a new ten-year term and an increase of 3,204,107 shares reserved.
Pelthos Therapeutics Inc. 8-K neutral materiality 6/10

21-05-2026

Pelthos Therapeutics Inc. (PTHS) dismissed its independent auditor CBIZ CPAs P.C. and engaged Grant Thornton LLP as its new auditor for fiscal year 2026, effective May 16, 2026. Separately, the Company entered into a Separation Agreement with former CFO Francis Knuettel II, providing $430,000 in severance pay and accelerated vesting of stock options and RSUs. No disagreements or reportable events occurred with the former auditor, and no prior consultations were made with Grant Thornton.

  • · CBIZ acquired Marcum LLP's attest business effective November 1, 2024; Marcum had audited the Company's 2024 financials.
  • · The audit report for fiscal year ended December 31, 2025 contained no adverse opinion or qualification.
  • · No disagreements or reportable events occurred with CBIZ during fiscal years 2024, 2025, or the interim period through May 18, 2026.
  • · Grant Thornton was engaged for fiscal year ending December 31, 2026 and related interim periods.
  • · The Company had no prior consultations with Grant Thornton regarding accounting principles or audit opinions.
  • · The Separation Agreement includes a general release of claims, confidentiality, non-disparagement, and cooperation obligations.
  • · The Separation Agreement becomes effective after a 7-day revocation period following the May 15, 2026 execution date.
Jet.AI Inc. 8-K mixed materiality 9/10

21-05-2026

Jet.AI reported Q1 2026 results with cash of $13.5M (up from $1.8M in Dec 2025) and zero debt, but revenue fell 51.6% YoY to $1.68M and gross loss widened to -$0.23M. The company advanced key AI data center milestones totaling over 1 GW capacity, secured a $5M economic interest in SpaceX, and the flyExclusive merger remains on track for a June 11, 2026 shareholder vote. However, operating loss remained high at $2.87M and accumulated deficit grew to $50.6M, highlighting ongoing cash burn despite the improved liquidity position.

  • · Proposed merger with flyExclusive shareholder vote scheduled for June 11, 2026; record date May 8, 2026; S-4 declared effective April 30, 2026.
  • · Company sold one HondaJet post-quarter-end in coordination with flyExclusive in preparation for merger close.
  • · Consensus Compute JV secured natural gas supply equivalent to 500MW generation capacity for Manitoba campus; third milestone completed.
  • · AIIA SPAC valued at approximately $17.23M on balance sheet (Class A + Rights: $1.35M; Class B: $15.88M).
  • · Stock-based compensation in G&A was $0.06M in Q1 2026 vs $0.55M in Q1 2025, a significant reduction.
  • · Total assets grew 53.4% to $39.4M from $25.7M, primarily due to cash infusion and investment increases.
  • · Common shares outstanding surged to 639,738 from 31,413 (Dec 2025), indicating substantial equity issuance.
  • · Deposit on aircraft remained at $4.05M, unchanged from December 2025.
Zai Lab Ltd 8-K neutral materiality 4/10

21-05-2026

On May 18, 2026, Zai Lab Limited announced that Josh Smiley will cease serving as President and Chief Operating Officer effective immediately, with his last day of employment on May 22, 2026. His responsibilities have been assumed by CEO and Board Chair Samantha Du and other management team members. Mr. Smiley will receive severance per his existing employment agreement, subject to a customary release.

  • · The effective date of Mr. Smiley's departure is May 18, 2026, and his last day of employment is May 22, 2026.
  • · Responsibilities have been assumed by Samantha Du and other management team members.
  • · Severance is subject to Mr. Smiley's execution of a customary release.
DAKTRONICS INC /SD/ 8-K neutral materiality 3/10

21-05-2026

Daktronics, Inc. amended its consulting agreement with former executive Carla Gatzke, extending the term to August 28, 2026, but reducing the monthly fee from $30,000 to $7,500 and limiting services to project-specific advisory. The amendment is effective May 1, 2026.

  • · The consulting agreement was originally entered into as previously disclosed.
  • · The amendment was authorized by the Board of Directors on May 18, 2026.
  • · The extended term runs through August 28, 2026, unless earlier terminated.
  • · Services during the extended term are limited to project-specific advisory at the Company's request.
  • · All other terms of the original Consulting Agreement remain in effect.
NERDWALLET, INC. 8-K positive materiality 5/10

21-05-2026

NerdWallet, Inc. appointed Teresa Chia as an independent director and Audit Committee member effective May 22, 2026, filling a vacancy left by Jennifer Ceran. At the 2026 Annual Meeting, all four director nominees were elected with overwhelming support (over 98% of votes cast), and the ratification of Deloitte & Touche as independent auditor passed with 99.9% of votes cast. No negative or flat performance metrics were reported in this filing.

  • · Teresa Chia's initial RSU grant vests in three annual installments; the annual RSU grant vests on the earlier of the first anniversary or the day before the 2027 annual meeting.
  • · All four director nominees received over 98% of votes cast (excluding broker non-votes).
  • · The ratification of Deloitte & Touche received 99.9% of votes cast (excluding abstentions).
  • · Holders of Class B common stock had ten votes per share, while Class A holders had one vote per share.
Portillo's Inc. 8-K mixed materiality 7/10

21-05-2026

Portillo's Inc. appointed Pamela Smith as Interim CFO, effective May 20, 2026. Ms. Smith replaces Michelle Hook following her previously announced departure and will be compensated at $14,000 per week under an independent contractor agreement expiring July 1, 2026. The company has initiated a CFO search with a leading executive search firm.

  • · Ms. Smith, age 59, has been Founder/CEO of a boutique advisory firm since 2017 providing interim financial leadership
  • · Previous roles: SVP Corporate FP&A at Estée Lauder (2014-2016) and SVP/CFO FP&A at Redbox (2013-2014)
  • · Agreement expires July 1, 2026 unless earlier terminated or extended
  • · Ms. Smith will not participate in employee benefit plans or equity incentive compensation
  • · She will be reimbursed for reasonable airfare, travel, and accommodation expenses per company policy
  • · No family relationships or transactions requiring Item 404(a) disclosure
  • · Board engaged a leading global executive search firm to identify a permanent successor
KOHLS Corp 8-K mixed materiality 7/10

21-05-2026

Kohl's Corporation held its 2026 Annual Meeting on May 20, 2026, where shareholders approved the amended 2024 Long-Term Compensation Plan, increasing authorized shares by 5.2M to a total of 12.85M and extending the plan through 2036. All eight director nominees were elected, and the advisory vote on executive compensation passed with 66.5M for vs 4.0M against)Skip. However, the ratification of Ernst & Young as auditor received 86.8M for vs 3.7M against, and the compensation plan approval saw 67.4M for vs 3.3M against, with broker non-votes of 19.8M on all proposals except the auditor ratification.

  • · The Plan extends through May 20, 2036 (10-year term).
  • · The Plan allows grants of stock options, stock appreciation rights, stock awards, performance units, performance shares, and substitute awards.
  • · Proposal 1 (Director Election): All eight nominees received over 65.8M votes for, with the lowest being Yael Cosset at 65.8M for vs 4.9M against.
  • · Proposal 2 (Advisory Vote on Executive Compensation): 66.5M for, 4.0M against, 0.4M abstentions.
  • · Proposal 3 (Ratification of Auditor): 86.8M for, 3.7M against, 0.3M abstentions (no broker non-votes).
  • · Proposal 4 (Plan Approval): 67.4M for, 3.3M against, 0.3M abstentions.
  • · Broker non-votes of 19.8M were recorded on Proposals 1, 2, and 4.
NRG ENERGY, INC. 8-K positive materiality 4/10

21-05-2026

NRG Energy announced the appointment of Glenn Wright to its Board of Directors, effective May 26, 2026, bringing the board to 11 members. Dr. Wright is a former Shell executive with extensive experience in power markets, renewable generation, and integrated energy solutions. The appointment reinforces NRG's focus on disciplined execution and long-term value creation.

  • · Dr. Wright most recently served as Senior Vice President, Shell Energy Americas, and President and CEO of Shell New Energies, US (2020-2025).
  • · Earlier roles at Shell include Vice President of Shell Energy Trading Americas and President and CEO of Shell Energy North America (2016–2020).
  • · He holds a Ph.D. and MS in chemical engineering and an MBA from the University of Texas at Austin, and a BS in chemical engineering from Georgia Tech.
  • · NRG serves approximately eight million customers and operates about 25 GW of power generation.
AMERICAN STATES WATER CO 8-K neutral materiality 5/10

21-05-2026

American States Water Company held its annual meeting on May 19, 2026, where shareholders approved the 2026 Stock Incentive Plan, elected three Class III directors, and ratified the appointment of PricewaterhouseCoopers LLP as auditor. The advisory vote on executive compensation received 28,620,741 votes for and 2,468,427 against, indicating some shareholder dissent.

  • · The 2026 Stock Incentive Plan replaces the 2016 Stock Incentive Plan and allows grants of stock options, restricted stock, restricted stock units, or performance awards.
  • · The advisory vote on executive compensation had 2,468,427 votes against, representing about 7.9% of votes cast (excluding broker non-votes), indicating notable shareholder opposition.
  • · Ratification of PricewaterhouseCoopers LLP as auditor passed with 33,682,639 votes for and 1,398,670 against.
  • · Broker non-votes were 3,889,205 on all director elections and the stock plan and advisory compensation votes, but zero on the auditor ratification.
FUELCELL ENERGY INC 8-K positive materiality 5/10

21-05-2026

FuelCell Energy announced the appointment of John Livingston to its Board of Directors, effective May 19, 2026. Livingston brings over 25 years of experience in strategy, technology, industrial operations, and cybersecurity, including founding Verve Industrial Protection (acquired by Rockwell Automation) and a 20-year tenure at McKinsey & Co. The appointment strengthens the Board's expertise as the company focuses on resilient power solutions for data centers and AI infrastructure amid growing cyber threats.

  • · Livingston founded Verve Industrial Protection, which was acquired by Rockwell Automation.
  • · His cybersecurity expertise covers operational technology environments including substations, chillers, battery energy storage systems, on-site generation, building management systems, and control networks.
  • · FuelCell Energy's global fuel cell deployments approach one gigawatt.
BCB BANCORP INC 8-K neutral materiality 6/10

21-05-2026

On May 20, 2026, Michael A. Shriner separated from his roles as President, CEO, and director of BCB Bancorp, Inc. and its subsidiary BCB Community Bank. The board appointed Ryan Blake, currently COO and Corporate Secretary, as Interim President and CEO; Blake has served as a director since 2023. No financial terms or severance details were disclosed in this filing.

  • · Ryan Blake has served as a director of the Registrant and the Bank since 2023.
  • · Blake's biographical information is incorporated by reference from the Registrant's proxy materials filed March 24, 2026.
  • · The filing was signed by Chairman Mark D. Hogan on May 21, 2026.
Rent the Runway, Inc. 8-K mixed materiality 6/10

21-05-2026

Rent the Runway CFO Siddharth Thacker resigned on May 18, 2026, effective June 3, 2026, after the Q1 FY2026 earnings release, to pursue other opportunities with no disagreement with the company. The company reaffirmed its full-year 2026 guidance and has initiated a search for a new CFO. The departure adds leadership transition risk, though the reaffirmed guidance provides some stability.

  • · CFO resignation effective on or about June 3, 2026, following Q1 FY2026 earnings announcement.
  • · Company reaffirmed full-year 2026 guidance originally presented on April 14, 2026.
  • · Search for a new CFO is underway.
  • · Departure is not due to any disagreement regarding operations, financial statements, or accounting policies.
BayFirst Financial Corp. 8-K neutral materiality 5/10

21-05-2026

BayFirst Financial Corp. received regulatory non-objection from the Federal Reserve Bank of Atlanta to appoint Alfred T. Rogers, Jr. as President, CEO, and board member, effective May 14, 2026. Mr. Rogers brings extensive banking experience, including leading USAmeriBank from de novo status to over $4.6 billion in assets. No financial results or period-over-period comparisons are included in this filing.

  • · Mr. Rogers began his banking career at First Union National Bank in 1987.
  • · He served as CEO of Manufacturers Bank of Florida and was instrumental in its sale to Colonial Bank in 2001.
  • · He joined USAmeriBank in 2007 as Executive Lending Officer and grew it to over $4.6 billion in assets.
  • · After USAmeriBank's acquisition by Valley National Bank in January 2018, he served as EVP and Chief Lending Officer for Florida and Alabama until retiring in August 2022.
UNION BANKSHARES INC 8-K neutral materiality 5/10

21-05-2026

Union Bankshares, Inc. held its annual meeting on May 20, 2026, where Director Cornelius J. Van Dyke retired as director and Board Chair due to mandatory retirement age. CEO David S. Silverman was named Board Chair, and Timothy W. Sargent was named Vice Chair and Lead Independent Director. Shareholders approved the election of ten directors and ratified BDMP Assurance, LLP as external auditors for 2026.

  • · Director nominees received votes for ranging from 2,391,408 to 2,419,334, with broker non-votes of 829,514 for each.
  • · Ratification of BDMP Assurance, LLP received 3,268,522 votes for, 11,454 against, and 17,219 abstained.
FOSTER L B CO 8-K neutral materiality 4/10

21-05-2026

L.B. Foster Company announced the promotion of three executive officers effective June 1, 2026: William M. Thalman from EVP & CFO to EVP & COO, Sean M. Reilly from Controller & PAO to SVP & CFO, and Timothy J. Curran from VP – Tax & Treasury to Controller & PAO. The changes are part of the company's strategy to drive stockholder return and leverage talent, with the Chairman noting the executives' vital role in executing the strategic roadmap. No financial results or performance metrics were disclosed in this filing.

  • · William Thalman, age 59, has been with L.B. Foster since February 2021, previously serving as EVP & CFO since June 2023.
  • · Sean Reilly, age 53, joined L.B. Foster in January 2022 and is a CPA in Pennsylvania.
  • · Timothy Curran, age 46, joined L.B. Foster in 2013 and is also a CPA in Pennsylvania.
  • · The promotions are effective June 1, 2026.
  • · No financial impact or performance data was provided in the filing.
PEABODY ENERGY CORP 8-K neutral materiality 3/10

21-05-2026

Joe W. Laymon resigned from the Board of Peabody Energy Corporation on May 20, 2026, for personal health reasons, effective immediately. He also vacated his roles on the Compensation Committee and Nominating and Corporate Governance Committee. The resignation was not due to any disagreement with the company, and the Board thanked him for his service.

  • · Resignation effective immediately on May 20, 2026.
  • · Laymon served on the Compensation Committee and Nominating and Corporate Governance Committee.
  • · No disagreement with the company's operations, policies, or practices was cited.
Travere Therapeutics, Inc. 8-K neutral materiality 6/10

21-05-2026

Travere Therapeutics, Inc. filed an 8-K on May 21, 2026, reporting the adoption of an amended 2018 Equity Incentive Plan, approved by stockholders on May 19, 2026. The plan increases the share reserve by 3,000,000 shares (approved in May 2026) and adds shares from prior plans, bringing the total authorized to 25,384,114 shares. The filing also covers director/officer changes under Items 5.02 and 5.07, though no specific departures or elections are detailed in the exhibit.

  • · The plan was first adopted by the Board on April 1, 2018, and has been amended annually through March 29, 2026.
  • · Stockholder approval for the latest amendment occurred on May 19, 2026.
  • · The plan allows grants to Employees, Directors, and Consultants, and includes seven types of stock awards: Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit Awards, Performance Stock Awards, and Other Stock Awards.
  • · The Board cannot reprice options or SARs without stockholder approval within the prior 12 months.
  • · Minimum vesting requirement: no stock award vests before 12 months from grant date, except up to 5% of the share reserve may have shorter vesting.
  • · Dividends and dividend equivalents on unvested shares are subject to forfeiture if vesting conditions are not met.
STERLING INFRASTRUCTURE, INC. 8-K neutral materiality 5/10

21-05-2026

On May 20, 2026, Sterling Infrastructure, Inc. (NASDAQ: STRL) extended CEO Joseph A. Cutillo's employment contract through December 31, 2027, from the prior term ending January 1, 2027. Mr. Cutillo received a special grant of 40,000 restricted stock units that will vest upon the earlier of the successful onboarding of his successor or continued employment through December 31, 2027, with acceleration provisions for change of control, death/disability, or termination without cause/for good reason.

  • · The First Amendment to the Amended and Restated Executive Employment Agreement extends the CEO's employment term by one year to December 31, 2027.
  • · The special RSU grant vests upon earlier of: successful onboarding of a successor CEO (as determined by the Board) or continued employment through Dec 31, 2027.
  • · The RSUs also vest upon a change of control, or if Mr. Cutillo's employment ends due to death, disability, termination by the Company without cause, or by Mr. Cutillo for good reason.
  • · All other terms of the original Amended and Restated Executive Employment Agreement (dated Jan 1, 2024) remain unchanged.
  • · The full text of the agreements will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for Q2 2026 ending June 30, 2026.

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