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- 26.2% Opposition to Equity Compensation Plan (new) — Elevated shareholder opposition to the 2026 Stock Incentive Plan suggests concerns about dilution or compensation structure.
- Director Cameron Received Only 74.8% Support (new) — Significantly lower support for one director compared to peers may indicate specific shareholder concerns about board composition or performance.
Live Oak Bancshares shareholders approve two equity plans, elect 10 directors
Filed May 22, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
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Shareholders approved 2026 Stock Incentive Plan with 71.5% of votes cast (26.2% opposition), representing 55.2% of outstanding shares—elevated opposition for an equity compensation plan.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Director William H. Cameron received lowest support at 74.8% of votes cast (57.7% of outstanding shares), while other directors ranged from 88.2% to 99.5%.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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2026 Employee Stock Purchase Plan approved with 99.7% of votes cast (77.0% of outstanding shares), indicating strong shareholder acceptance of employee benefit program.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay passed with 88.2% of votes cast (68.0% of outstanding shares); KPMG ratified as auditor with 99.9% support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Live Oak Bancshares held its 2026 annual meeting on May 19, with shareholders voting on two equity compensation plans and director elections. The 2026 Stock Incentive Plan passed with 71.5% support, but faced notable opposition at 26.2% of votes cast—elevated for an equity plan and potentially signaling shareholder concerns about dilution or compensation structure. Director William H.
Cameron received the lowest support at 74.8%, well below the 88.2%–99.5% range for other directors, suggesting specific concerns about his board service. The 2026 Employee Stock Purchase Plan, by contrast, received overwhelming 99.7% approval. The elevated opposition to the stock incentive plan and the divergent director support levels warrant attention.
While all proposals passed, the voting patterns suggest a segment of the shareholder base has concerns about equity compensation practices and potentially board composition. The company's say-on-pay vote passed with 88.2% support, a healthy result that indicates broader acceptance of executive compensation despite the equity plan concerns.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
8-K filing appears incomplete or truncated; Item 5.02 references equity plan approval but provides no substantive disclosure.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Approval of Equity Plans. On May 19, 2026, as described below under
The 8-K filing text ends abruptly mid-sentence under Item 5.02(e), referencing equity plan approval on May 19, 2026, but providing no details about what was approved, the terms, or the officers/directors affected. The filing appears incomplete or improperly extracted.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Live Oak Bancshares shareholders approved two equity compensation plans, elected ten directors, and ratified KPMG as auditor at the 2026 annual meeting.
Added in current filing · verify on EDGAR → · paraphrased
Approval of the Company's 2026 Stock Incentive Plan 25,509,462 | 9,353,674 | 821,223 | 6,475,534
Shareholders approved the 2026 Omnibus Stock Incentive Plan with 25,509,462 votes for, 9,353,674 against, and 821,223 abstentions. This represents 71.5% approval of votes cast and 55.2% of the 46,239,891 shares outstanding and entitled to vote. The elevated opposition (26.2% of votes cast) is notable for an equity compensation plan.
Added in current filing · verify on EDGAR → · paraphrased
Approval of the Company's 2026 Employee Stock Purchase Plan 35,593,365 | 45,945 | 45,049 | 6,475,534
Shareholders approved the 2026 Employee Stock Purchase Plan with 35,593,365 votes for, 45,945 against, and 45,049 abstentions. This represents 99.7% approval of votes cast and 77.0% of the 46,239,891 shares outstanding and entitled to vote. The overwhelming support indicates strong shareholder acceptance of this employee benefit program.
Added in current filing · verify on EDGAR →
On March 20, 2026, the record date for the Annual Meeting, 46,239,891 shares of the Company’s voting common stock were issued and outstanding
All ten director nominees were elected. Support ranged from 74.8% to 99.5% of votes cast. William H. Cameron received the lowest support at 74.8% of votes cast (57.7% of shares outstanding), while Jeffrey W. Lunsford received the highest at 99.5% of votes cast (76.8% of shares outstanding). The variation in support levels may reflect differing shareholder views on individual directors.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR → · paraphrased
Advisory proposal to approve compensation paid to the Company's named executive officers 31,451,567 | 4,197,280 | 35,512 | 6,475,534
Shareholders approved executive compensation on an advisory basis with 31,451,567 votes for, 4,197,280 against, and 35,512 abstentions. This represents 88.2% approval of votes cast and 68.0% of the 46,239,891 shares outstanding and entitled to vote, indicating strong shareholder support for the company's executive pay practices.
Added in current filing · verify on EDGAR → · paraphrased
Ratification of the Selection of KPMG, LLP as Independent Auditor of the Company for 2026 42,118,705 | 28,462 | 12,726
Shareholders ratified KPMG, LLP as the company's independent auditor for 2026 with 42,118,705 votes for, 28,462 against, and 12,726 abstentions. This represents 99.9% approval of votes cast and 91.1% of the 46,239,891 shares outstanding and entitled to vote, reflecting routine shareholder confidence in the auditor selection.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify