NORTHRIM BANCORP INC

8-K · nrim-20260528.htm iXBRL

0001163370 2026-05-28 2026-05-28

 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):   June 1, 2026 ( May 28, 2026 )

 Northrim BanCorp, Inc.
 __________________________________________
 (Exact name of registrant as specified in its charter)

 Alaska 0-33501 92-0175752
 ________________________
(State or other jurisdiction _____________
(Commission _________________
(I.R.S. Employer
 of incorporation) File Number) Identification No.)
       
 3111 C Street,   Anchorage,    Alaska   99503
 ___________________________________
(Address of principal executive offices)   ___________
(Zip Code)

 Registrant’s telephone number, including area code:   907- 562-0062

 Not Applicable
 ___________________________________________________
 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: None
 TITLE OF EACH CLASS TRADING SYMBOL NAME OF EXCHANGE

 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 (§240.126-2 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.

 On May 28, 2026, Northrim BanCorp, Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting"). There were 22,239,676 shares outstanding and entitled to vote at the 2026 Annual Meeting; of those shares, 17,493,966 were present online or by proxy. The following matters were voted upon at the 2026 Annual Meeting:

 • The election of 12 directors to serve on the Company's Board of Directors until the 2027 annual meeting of shareholders or until their successors have been elected and have qualified;
 • The approval of the First Amendment to the Northrim BanCorp, Inc. 2025 Stock Incentive Plan;
 • The approval, by nonbinding vote, of the compensation of the Company's named executive officers; and
 • The ratification of the selection of Baker Tilly US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

 The following is a summary of the voting results for the matters voted upon by the shareholders:

 Election of Directors

 DIRECTOR FOR WITHHOLD VOTES CAST BROKER NONVOTES
 Anthony J. Drabek 14,589,959 380,750 14,970,709 2,523,257
 Karl L. Hanneman 14,728,992 241,717 14,970,709 2,523,257
 Shauna Z. Hegna 14,876,959 93,750 14,970,709 2,523,257
 Michael G. Huston 14,714,953 255,756 14,970,709 2,523,257
 David W. Karp 14,701,183 269,526 14,970,709 2,523,257
 Joseph P. Marushack 14,825,097 145,612 14,970,709 2,523,257
 David J. McCambridge 14,582,427 388,282 14,970,709 2,523,257
 Krystal M. Nelson 14,729,462 241,247 14,970,709 2,523,257
 Marilyn F. Romano 14,834,635 136,074 14,970,709 2,523,257
 Aaron M. Schutt 14,882,079 88,630 14,970,709 2,523,257
 John C. Swalling 14,213,522 757,187 14,970,709 2,523,257
 Linda C. Thomas 14,707,206 263,503 14,970,709 2,523,257

 First Amendment to 2025 Stock Incentive Plan

 FOR AGAINST ABSTAIN VOTES CAST BROKER NONVOTES
 13,824,031 1,059,636 87,042 14,970,709 2,523,257

 Advisory Vote (Nonbinding) on Executive Compensation

 FOR AGAINST ABSTAIN VOTES CAST BROKER NONVOTES
 14,370,675 444,250 155,784 14,970,709 2,523,257

 Ratification of Selection of Baker Tilly US LLP as the Company's Independent Registered Accounting Firm for Fiscal Year 2026

 FOR AGAINST ABSTAIN VOTES CAST BROKER NONVOTES
 17,348,985 105,449 39,532 17,493,966 —

 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.

     Northrim BanCorp, Inc.
           
 June 1, 2026   By:   /s/ Jed W. Ballard
         Name: Jed W. Ballard
         Title: EVP, Chief Financial Officer