8-K: Old Second Bancorp Holds Annual Meeting, Elects Directors
Annual Meeting Results
Old Second Bancorp, Inc. announced the results of its Annual Meeting of Stockholders, including the election of four Class I directors and the ratification of its independent auditor.
Summary
- Old Second Bancorp, Inc. held its Annual Meeting of Stockholders on May 19, 2026.
- Approximately 85.39% of outstanding shares were represented.
- Four Class I directors were elected to serve until 2029: Darin Campbell, Billy J. Lyons, Jr., Patti Temple Rocks, and John Williams, Jr.
- Stockholders approved the compensation of named executive officers in an advisory vote.
- Plante & Moran, PLLC was ratified as the independent registered public accounting firm for 2026.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a generally positive filing, reflecting stable corporate governance and expected outcomes from an annual shareholder meeting.
Positives
- High stockholder participation with 85.39% of shares represented at the Annual Meeting.
- All nominated directors were elected with significant 'Votes For' percentages.
- The say-on-pay proposal received strong support.
- The ratification of the independent auditor was overwhelmingly approved.
Future Outlook
The filing does not contain specific forward-looking statements or guidance beyond the ratification of the accounting firm for the year ending December 31, 2026.
Industry Context
StockSavvy.ai notes that the smooth execution of annual meetings and director elections, along with strong shareholder support for executive compensation and auditor ratification, are generally positive indicators of corporate governance and stability within the banking sector.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Class I Director | N/A | Darin Campbell | May 19, 2026 | Election by stockholders |
| Class I Director | N/A | Billy J. Lyons, Jr. | May 19, 2026 | Election by stockholders |
| Class I Director | N/A | Patti Temple Rocks | May 19, 2026 | Election by stockholders |
| Class I Director | N/A | John Williams, Jr. | May 19, 2026 | Election by stockholders |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Election | Election of four Class I directors to serve a three-year term. | May 19, 2026 | Reinforces board structure and continuity. |
| Advisory Vote on Executive Compensation | Stockholders voted on the compensation of named executive officers. | May 19, 2026 | Provides shareholder feedback on executive pay practices. |
| Ratification of Independent Auditor | Plante & Moran, PLLC ratified as the independent registered public accounting firm. | May 19, 2026 | Confirms auditor independence and oversight. |
Stakeholder Impact
- Shareholders: Confirmation of board leadership and executive compensation policies, and continued auditor oversight.
- Employees: Stability in leadership and governance provides a predictable operating environment.
- Creditors: Strong governance and auditor ratification can be seen as positive indicators of financial stability.
Next Steps
- The newly elected Class I directors will serve their terms expiring in 2029.
- Plante & Moran, PLLC will serve as the independent registered public accounting firm for the year ending December 31, 2026.
Key Dates
| Date | Description |
|---|---|
| 2026-05-19 | Date of the Annual Meeting of Stockholders and earliest event reported. |
| 2026-12-31 | Year ending for which Plante & Moran, PLLC is appointed as the independent registered public accounting firm. |
| 2029 | Term expiration year for the elected Class I directors. |
| 2026-05-20 | Date the report was signed. |
Keywords
Old Second Bancorp, Annual Meeting, Stockholders, Director Election, Say-on-Pay, Independent Auditor, Corporate Governance, SEC Filing
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