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Get filing alertsInvestar shareholders approve amended equity plan authorizing 1.8M shares for compensation
Filed May 22, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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Shareholders approved Second Amended and Restated 2017 Long-Term Incentive Plan authorizing up to 1,800,000 shares for equity awards to employees and directors, representing potential dilution to existing shareholders over the plan's 10-year term through 2036.
Item 5.07 verify on EDGAR → -
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All 13 director nominees elected to one-year terms at 2026 Annual Meeting, representing routine board continuity with no unexpected changes in composition.
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Shareholders ratified BDO USA as independent auditor for fiscal 2026 with 9.7M votes in favor, continuing existing audit relationship.
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Board confirmed annual say-on-pay votes on executive compensation through 2032 following shareholder preference for annual frequency (7.0M votes for annual).
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Summary
Investar Holding Corporation held its 2026 Annual Meeting on May 20, where shareholders approved key governance matters including an amended equity compensation plan. The most material outcome was approval of the Second Amended and Restated 2017 Long-Term Incentive Plan, which authorizes issuing up to 1.8 million shares for employee and director compensation over the next decade.
While equity plans are standard tools for aligning management interests with shareholders, the 1.8 million share authorization represents potential dilution that investors should monitor as awards are granted. The meeting also delivered routine results: all 13 directors were re-elected, the existing auditor BDO USA was ratified, and shareholders voted for annual say-on-pay votes.
Individual award limits cap grants at 100,000 shares per year for executives and 30,000 for directors, providing some guardrails against excessive concentration. Retail investors should watch future proxy statements to track actual equity grants under this plan and assess whether the dilution remains reasonable relative to the company's performance and total share count. The plan's 10-year term means this authorization will govern compensation decisions through 2036.
Section-by-Section Diff
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
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Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan
The company filed an exhibit disclosing an amendment and restatement of its 2017 Long-Term Incentive Compensation Plan. This is a routine corporate governance filing that updates the terms of the equity compensation plan for employees and executives. Without the full exhibit text, the specific changes to the plan are not disclosed in the 8-K body itself.
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, the shareholders of Investar Holding Corporation (the “Company”) approved the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan (the “Plan”) at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”).
Shareholders approved an amended equity compensation plan at the 2026 annual meeting. This plan allows the company to grant stock options, restricted stock, and other equity awards to employees and directors to align their interests with shareholders.
Added in current filing · verify on EDGAR →
The Plan authorizes the issuance of up to 1,800,000 shares of common stock.
The plan authorizes up to 1,800,000 shares of common stock for equity awards. This represents potential dilution to existing shareholders as new shares are issued for employee and director compensation over time.
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No participant may be granted in any single year awards that relate to more than 100,000 shares of the Company’s common stock, although non-employee directors may not be granted in any single year awards that relate to more than 30,000 shares of the Company’s common stock.
The plan caps individual awards at 100,000 shares per year for employees and officers, and 30,000 shares per year for non-employee directors. These limits prevent excessive concentration of equity awards to any single individual.
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Unless terminated sooner, no awards may be granted under the Plan after May 19, 2036.
The plan has a 10-year term, expiring May 19, 2036, after which no new awards can be granted unless shareholders approve an extension or new plan.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Investar held its 2026 Annual Meeting on May 20, 2026, where shareholders elected 13 directors and approved auditor, executive compensation, and equity plan proposals.
Added in current filing · verify on EDGAR →
The shareholders approved the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan.
Shareholders approved amendments to the company's 2017 equity compensation plan with 5,740,224 votes for and 1,353,778 against. This plan governs stock-based compensation for executives and employees. The approval allows the company to continue granting equity awards, though the specific changes to share authorization or plan terms are not detailed in this filing.
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Each of the director nominees listed below was elected to serve as a member of the Company’s board of directors, each to serve a one-year term.
All 13 director nominees were elected to one-year terms at the 2026 Annual Meeting. The nominees include John J. D'Angelo, James F. Dunkerley, David A. Flack, Scott G. Ginn, William H. Hidalgo Sr., Rose J. Hudson, Gordon H. Joffrion III, Robert Chris Jordan, Julio A. Melara, Suzanne O. Middleton, Andrew C. Nelson, Frank L. Walker, and James E. Yegge. This represents routine board continuity with no unexpected departures or additions.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 25, 2026 · How we verify