Mechanics Bancorp

8-K · hmst-20260528.htm iXBRL

0001518715 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): May 28, 2026
 ________________________________ 
 MECHANICS BANCORP
 ________________________________ 
 (Exact name of registrant as specified in its charter)

 Washington   001-35424   91-0186600
 (State or other jurisdiction
of incorporation)   (Commission
File Number)   (IRS Employer
Identification No.)

 1111 Civic Drive , Walnut Creek , CA 94596
 (Address of principal executive offices) (Zip Code)
 ( 925 ) 482-8000
 (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 (see General Instruction A.2. below):

 ☐ 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
 Class A Common Stock, No Par Value MCHB The Nasdaq Global Select Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 ☐ 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 of Vote of Security Holders.
 On May 28, 2026, Mechanics Bancorp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). As of April 1, 2026, the record date for the 2026 Annual Meeting, there were a total of 220,286,142 shares of Class A common stock and a total of 1,114,448 shares of Class B common stock outstanding. At the 2026 Annual Meeting, shareholders voted on the matters disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2026 (the “Proxy Statement”). The results of the items voted on at the 2026 Annual Meeting are as follows:

 Proposal 1. Election of the eight director nominees:
 The Company’s directors were each elected by a majority of the votes cast. Accordingly, the following eight director nominees were elected, each for a term of one year expiring at the Company’s 2027 Annual Meeting of Shareholders:

 Nominee
 For Against Abstentions Broker Non-Votes

 Carl B. Webb
 193,604,620 3,540,075 5,441 2,638,329
 E. Michael Downer 197,024,341 120,066 5,029 2,638,329
 Patricia Cochran
 196,726,712 417,859 5,565 2,638,329
 Adrienne Y. Crowe 195,662,831 1,481,444 5,861 2,638,329
 Douglas Downer 197,036,529 107,895 5,712 2,638,329
 Nancy D. Pellegrino 196,888,040 257,085 5,011 2,638,329
 Kenneth D. Russell 195,865,339 1,280,041 4,756 2,638,329
 Jon R. Wilcox 196,937,400 205,432 7,304 2,638,329

 Proposal 2. Approval, on an advisory and non-binding basis, of the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement:
 The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote:

 For
 Against Abstentions Broker Non-Votes

 196,110,106 330,525 709,505 2,638,329

 Proposal 3. Ratification, on an advisory and non-binding basis, of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
 The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved with the following vote:

 For
 Against Abstentions Broker Non-Votes

 199,406,289 54,009 328,167 N/A

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 SIGNATURE
 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

 MECHANICS BANCORP

 By:   /s/ Nathan Duda
   Nathan Duda
   Executive Vice President and Chief Financial Officer

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