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Get filing alertsFirst Busey expands buyback by 4M shares, shareholders approve 2.1M share equity plan
Filed May 22, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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Board authorized 4M additional shares for repurchase, bringing total remaining authorization to 4.9M shares (5.7% of shares outstanding). Repurchases may occur via open market, block trades, or negotiated transactions with no expiration.
Item 8.01 verify on EDGAR → -
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Shareholders approved Second Amended 2020 Equity Incentive Plan adding 2.1M shares for employee, director, and consultant equity awards (stock options, restricted stock, performance units). Passed with 94.4% support (52.96M for, 2.68M against).
Item 5.02 verify on EDGAR → -
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All 12 directors elected with 95.7%–98.5% support. Say-on-pay approved 97.0% (54.38M for, 1.04M against). RSM US LLP ratified as auditor with 97.5% approval (64.54M for, 1.48M against).
Item 5.07 verify on EDGAR →
Summary
First Busey's board expanded the share repurchase program by 4 million shares on May 20, 2026, bringing total remaining authorization to 4.9 million shares—approximately 5.7% of the 85.5 million shares outstanding. The company may execute buybacks through open market purchases, block trades, or private negotiations at its discretion, with no obligation or expiration date.
This signals management's view that the stock offers value and provides flexibility for capital allocation. At the same annual meeting, shareholders approved an amended equity incentive plan that adds 2.1 million shares to the compensation pool, passing with 94.4% support. The plan allows the company to grant stock options, restricted stock, and performance-based awards to employees, directors, and consultants.
Combined with the buyback expansion, these actions reflect a dual approach: returning capital to shareholders while maintaining equity-based retention tools. All governance proposals passed with strong support (95.7%–98.5% for directors, 97% say-on-pay, 97.5% auditor ratification), indicating healthy shareholder alignment with board decisions.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 20, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of First Busey Corporation (“Busey”), Busey’s stockholders, upon the recommendation of Busey’s Board of Directors, approved the First Busey Corporation Second Amended 2020 Equity Incentive Plan (the “Amended Plan”). The Amended Plan authorizes an increase of 2,100,000 shares of Busey’s common stock, $0.001 par value, for equity awards
Shareholders approved an amendment to the 2020 Equity Incentive Plan that adds 2.1 million shares to the pool available for equity compensation. These shares can be granted as stock options, restricted stock, performance units, or other equity-based awards to employees, directors, and consultants.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
BUSE held its 2026 annual meeting; stockholders elected 12 directors, approved executive compensation, an equity plan, and ratified RSM as auditor.
Added in current filing · verify on EDGAR →
NameVotes For% of Votes ForVotes Withheld% of Votes Withheld Stanley J. Bradshaw 53,672,783 95.7 %2,407,396 4.3 % Rodney K. Brenneman 55,056,259 98.2 %1,023,920 1.8 % Steven W. Caple 55,018,321 98.1 %1,061,858 1.9 % Michael D. Cassens 54,887,238 97.9 %1,192,941 2.1 % Van A. Dukeman 54,592,320 97.3 %1,487,859 2.7 % Jennifer M. Grigsby 55,200,162 98.4 %880,017 1.6 % Karen M. Jensen 54,942,454 98.0 %1,137,725 2.0 % Frederic L. Kenney 54,424,276 97.0 %1,655,903 3.0 % Stephen V. King 54,355,920 96.9 %1,724,259 3.1 % Kevin S. Rauckman 55,215,293 98.5 %864,886 1.5 % Scott A. Wehrli 55,197,187 98.4 %882,992 1.6 % Tiffany B. White 54,937,873 98.0 %1,142,306 2.0 %
All 12 director nominees were elected with support ranging from 95.7% to 98.5% of votes cast. There were 10,141,821 broker non-votes. Support ranged from 62.8% to 64.6% of shares outstanding, reflecting healthy approval for the board slate.
Added in current filing · verify on EDGAR →
Votes ForVotes AgainstAbstentionsBroker Non-Votes 54,382,4231,037,631660,12510,141,821 97.0%1.8%1.2%
Executive compensation received 97.0% approval (54,382,423 for vs. 1,037,631 against), representing 63.6% of shares outstanding. The strong support indicates stockholder satisfaction with executive pay practices.
Added in current filing · verify on EDGAR →
Votes ForVotes AgainstAbstentionsBroker Non-Votes 52,960,1052,681,456438,61810,141,821 94.4%4.8%0.8%
The Second Amended 2020 Equity Incentive Plan was approved with 94.4% support (52,960,105 for vs. 2,681,456 against), representing 61.9% of shares outstanding. This authorizes the company to continue granting equity-based compensation to employees and directors.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Shares of common stock outstanding and entitled to vote at the Annual Meeting 85,504,477 Shares represented at the Annual Meeting by Busey stockholders who were present or by Busey stockholders who were represented by proxy 66,222,000 Percentage of shares represented77.4 %
77.4% of shares outstanding were represented at the May 20, 2026 annual meeting, establishing a quorum. 66,222,000 shares were present or represented by proxy out of 85,504,477 shares outstanding and entitled to vote.
Added in current filing · verify on EDGAR →
Votes ForVotes AgainstAbstentionsBroker Non-Votes 64,541,3861,480,312200,302Not Applicable 97.5%2.2%0.3%
Stockholders ratified RSM US LLP as the independent auditor for 2026 with 97.5% approval (64,541,386 for vs. 1,480,312 against), representing 75.5% of shares outstanding. This routine vote confirms stockholder confidence in the audit relationship.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify