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NYSE: BY BYLINE BANCORP, INC. 8-K

Byline Bancorp stockholders approve new equity compensation plan at annual meeting

Filed June 3, 2026 · Period ending June 2, 2026 · ~1 min read

4 key changes 1 section

Key Changes

  • medium

    Stockholders approved a new 2026 Omnibus Incentive Compensation Plan for executive and employee equity awards, which will govern future stock-based compensation and may dilute existing shares.

  • low

    All ten director nominees were re-elected to one-year terms through 2027, maintaining current board composition with no changes to leadership.

  • low

    Stockholders approved expanding the Employee Stock Purchase Plan share pool, allowing more employees to purchase company stock at a discount.

  • low

    Annual meeting had strong turnout with 84.68% of outstanding shares represented, and all five proposals on the ballot passed with majority support.

Summary

Byline Bancorp held its 2026 annual stockholder meeting on June 2, with strong attendance representing nearly 85% of outstanding shares. The most significant outcome was approval of a new 2026 Omnibus Incentive Compensation Plan, which will govern how the company awards stock-based compensation to executives and employees going forward.

While such plans can dilute existing shareholders, they're standard tools for aligning management interests with shareholder value creation. All ten current directors were re-elected to one-year terms, signaling continuity in board oversight. Stockholders also approved expanding the Employee Stock Purchase Plan, allowing more rank-and-file employees to buy company stock.

These were routine governance matters with no surprises or contested votes. Retail investors should watch upcoming proxy filings to see how aggressively management uses the new equity compensation plan. The size and frequency of stock grants to executives will indicate whether dilution remains modest or becomes a drag on per-share value.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~700 words

Byline Bancorp held its 2026 annual meeting; stockholders elected 10 directors, approved executive compensation, and ratified auditor.

4 Added
Added 2026 Omnibus Incentive Compensation Plan medium

Added in current filing · verify on EDGAR →

Byline's stockholders approved the adoption of the Company's 2026 Omnibus Incentive Compensation Plan as described in the 2026 Proxy Statement

Stockholders approved a new 2026 Omnibus Incentive Compensation Plan with 33,421,714 votes for and 1,276,327 against. This plan will govern future equity-based compensation for executives and employees, potentially diluting existing shareholders but aligning management incentives with shareholder interests.

Show 3 minor / wording changes
Added Annual meeting results low

Added in current filing · verify on EDGAR →

An annual meeting of stockholders (the “Annual Meeting”) of Byline Bancorp, Inc. (“Byline” or the “Company”) was held on June 2, 2026. A total of 38,463,091 shares of the Company's common stock were present or represented by proxy at the Annual Meeting. This represented approximately 84.68% of the Company's shares of common stock that were outstanding and entitled to vote at the Annual Meeting.

The company held its annual stockholder meeting on June 2, 2026, with 84.68% of outstanding shares represented. Five proposals were voted on, all of which passed. This is a routine annual event required for public companies.

Added Director elections low

Added in current filing · verify on EDGAR →

Byline’s stockholders elected ten (10) director nominees to serve a one-year term until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified

All ten director nominees were elected to one-year terms. The slate includes Phillip R. Cabrera, Antonio del Valle Perochena, Roberto R. Herencia, Mary Jo S. Herseth, Margarita Hugues Vélez, Steven P. Kent, William G. Kistner, Alberto J. Paracchini, Pamela C. Stewart, and Carlos Ruiz Sacristán. This represents continuity in board composition.

Added Employee Stock Purchase Plan amendment low

Added in current filing · verify on EDGAR →

Byline's stockholders approved an amendment to the Company's Employee Stock Purchase Plan to increase the number of shares of common stock that may be offered under the plan

Stockholders approved expanding the Employee Stock Purchase Plan share pool with 34,579,976 votes for. This increases the number of shares available for employee purchase, representing modest additional dilution but supporting employee retention and ownership.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify