DEF: RBB Bancorp Sets May 21, 2026 Annual Meeting

RBB Bancorp has announced its 2026 Annual Meeting of Shareholders, scheduled for May 21, 2026, to elect directors, approve executive compensation, and ratify auditor appointments.

Summary

• RBB Bancorp is holding its 2026 Annual Meeting of Shareholders on Thursday, May 21, 2026, at 9:00 a.m. Pacific Time.
• The meeting will take place in person at Royal Business Bank Corporate Headquarters in Los Angeles, with options for telephonic and live webcast participation.
• Shareholders of record as of March 24, 2026, are eligible to vote.
• Key agenda items include the election of nine directors, an advisory vote on Named Executive Officer (NEO) compensation, and the ratification of Crowe LLP as the independent auditor for the fiscal year ending December 31, 2026.
• The Board of Directors unanimously recommends voting FOR all director nominees, FOR the advisory vote on executive compensation, and FOR the ratification of the independent auditor.
• Proxy materials will be made available online, with a Notice of Internet Availability mailed on or about April 10, 2026.
• Shareholders can vote via the internet, phone, or mail prior to the meeting, or in person, telephonically, or via webcast during the meeting.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively due to its clear communication of the annual meeting agenda, strong emphasis on corporate governance, and reporting of positive financial performance in the preceding year. The proactive approach to shareholder engagement also contributes to a favorable sentiment.

Positives

• The company is holding its annual meeting to ensure shareholder engagement and governance.
• The Board of Directors has a clear recommendation for each proposal, indicating a unified approach.
• Multiple voting options (internet, phone, mail, in-person, webcast) are provided for shareholder convenience.
• The company is providing proxy materials electronically to reduce costs and environmental impact.
• The company highlights its commitment to good business practices, transparency, and corporate governance.
• The company has a robust cybersecurity program and risk management framework.
• Significant progress was made in 2025 in improving financial performance, including net income growth, EPS increase, net interest margin expansion, and reduction in nonperforming assets.
• Shareholder outreach and engagement are emphasized, with a high approval rate (97%) for the 2025 executive compensation program.
• The company has updated its peer group for compensation benchmarking and implemented strong governance practices like clawback and share ownership policies.

Negatives

• Director William Bennett is not standing for re-election.
• Director Christopher Lin is retiring from the Board.
• The filing does not contain specific financial results for the current fiscal year, as it is a proxy statement for an upcoming meeting.
• Mr. David R. Morris, former CEO, retired in May 2025 and his compensation details are presented in the context of his departure.

Risks

• The filing mentions that forward-looking statements are subject to significant risks, uncertainties, and changes in circumstances that could cause actual results to differ materially.
• A detailed discussion of risks and uncertainties is referenced in the company's 2025 Annual Report.
• The company's cybersecurity risk management program is in place, but the inherent risks of cyber threats remain.
• The company's compensation program is designed to align with strategic objectives, but potential for undue risk-taking is a consideration that the Compensation, Nominating and Governance Committee monitors.

Future Outlook

The filing does not provide specific forward-looking financial guidance but outlines the agenda for the upcoming annual meeting, which includes electing directors and approving executive compensation, indicating a focus on continued governance and operational oversight.

Management Comments

• "We are constantly focused on improving ways our shareholders can access information about the Company and believe that providing our proxy materials by the Internet increases the ability of our shareholders to access the information they need while simultaneously reducing the cost and materials of the Annual Meeting."
• "Your vote is very important. Whether or not you expect to attend the Annual Meeting in person or participate telephonically or via a live webcast, we encourage you to cast your vote via the Internet, by phone or if you prefer, by completing, signing, and returning your proxy card in the accompanying return envelope."
• "The Board has determined that each of the proposals that will be presented to the shareholders for consideration at the Annual Meeting are in the best interests of the Company and its shareholders, and unanimously recommends and urges you to vote FOR each director nominee, FOR the approval, on a non-binding advisory basis, of the compensation of the Companys NEOs and FOR ratification of Crowe LLP as the Companys independent auditor for the fiscal year ending December 31, 2026."
• "We believe our directors should have the highest professional and personal ethics and values. They should have broad experience at the policy-making level in business, government or banking."
• "The Company's commitment and dedication to the communities we serve is demonstrated through our 2025 efforts including: Financing $159 million in mortgages in low to moderate income individuals and in low to moderate-income areas. Funding $198 million in Community Development Lending. Funded $9.0 million in affordable housing and small business investments and charitable contributions. Donating 4,514 in Volunteer Community Service hours to underserved communities and achieving an average of 12 volunteer hours per employee."

Industry Context

StockSavvy.ai notes that RBB Bancorp's proxy statement reflects standard corporate governance practices for a publicly traded bank, including the election of directors, executive compensation review, and auditor ratification. The company's focus on community development lending and investments aligns with broader trends in the banking sector, particularly for community-focused institutions.

Management Changes

Corporate Governance

Related Party Transactions

• Certain officers, directors, and principal shareholders, along with their immediate family members and affiliates, are customers of the Bank and have ordinary course of business transactions including deposits, loans, and other financial services.
• These transactions are on substantially the same terms as those with unrelated parties and do not involve more than normal risk.
• Loans to insiders are approved by the Board in accordance with regulatory requirements.
• As of December 31, 2025, deposits from officers, directors, and affiliates totaled $73.0 million.
• Several directors and their affiliates owned $6.0 million of RBB's subordinated debentures as of December 31, 2025.
• There were no related party loans as of December 31, 2025.
• The highest amount of indebtedness of officers and directors and their affiliates as a group was $0 since January 1, 2025.
• The largest relationship within this group totaled $36.5 million as of December 31, 2025.
• The company may select companies owned or controlled by directors to provide products and services, provided terms are competitive and compliant with laws.

Stakeholder Impact

• Shareholders: The meeting provides an opportunity for shareholders to vote on key corporate matters, elect directors, and influence executive compensation policies.
• Employees: The company emphasizes employee development, competitive benefits, and an inclusive environment, as detailed in the Human Capital Resources section.
• Communities: The company highlights its commitment to community development through significant financing and volunteer hours.
• Creditors: The company's financial health and capital adequacy are maintained, with strong capital ratios reported, which is positive for creditors.

Next Steps

• Shareholders are encouraged to vote their proxies by May 20, 2026.
• The company will hold its 2026 Annual Meeting of Shareholders on May 21, 2026.
• Shareholders can submit proposals for the 2027 Annual Meeting by December 11, 2026.
• Shareholders intending to nominate directors for the 2027 Annual Meeting must provide notice by April 30, 2026.

Key Dates

Recommendation

This filing is a proxy statement for an upcoming annual meeting and does not contain new financial performance data or strategic announcements that would warrant a buy or sell recommendation. It outlines standard corporate governance procedures and upcoming votes. The company's reported 2025 financial performance was positive, but this is historical information. Therefore, a 'hold' recommendation is appropriate, pending future operational or financial updates.

Keywords

RBB Bancorp, Proxy Statement, Annual Meeting, Shareholder Meeting, Director Election, Executive Compensation, Independent Auditor, Crowe LLP, Corporate Governance, Royal Business Bank, SEC Filing, DEF 14A