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☐ 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
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TRADING SYMBOL
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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.