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NASDAQ: ALRS ALERUS FINANCIAL CORP 8-K

Alerus Financial elects nine directors; Newman receives lowest support at 76.3%

Filed May 15, 2026 · Period ending May 14, 2026 · ~1 min read

4 key changes

Key Changes

  • medium

    Director Randy L. Newman elected with 76.3% support (10.8M for, 3.4M withheld), notably lower than other directors who received 86.8%–92.5% support. Newman's support represented 42.3% of shares outstanding versus 48.1%–51.3% for other nominees.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Executive compensation approved with 96.7% support (13.5M for, 463K against, 187K abstentions), representing 52.9% of shares outstanding. 6.5M broker non-votes.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    RSM US LLP ratified as 2026 auditor with 98.8% support (20.4M for, 244K against), representing 79.8% of shares outstanding.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Annual meeting achieved 80.81% turnout (20.7M of 25.6M shares outstanding represented), establishing quorum for all proposals.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Alerus Financial's May 14, 2026 annual meeting produced routine outcomes on executive pay and auditor ratification, but director Randy L. Newman's election stands out. While all nine nominees were elected to serve until 2027, Newman received 76.3% support versus 86.8%–92.5% for the other eight directors.

His 3.4 million withheld votes represented 23.7% opposition, a level that warrants board attention to understand shareholder concerns. The gap is meaningful: Newman garnered support from 42.3% of shares outstanding compared to 48.1%–51.3% for his colleagues.

The say-on-pay vote passed with 96.7% approval and auditor ratification with 98.8%, both healthy results indicating no material governance friction on compensation or audit oversight. Meeting turnout of 80.81% was typical for an annual meeting. For retail holders, the Newman vote is the item to watch: boards typically engage with investors after withheld votes exceed 20% to address underlying issues, whether related to independence, expertise, or other governance factors.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify