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NYSE: SMBK SMARTFINANCIAL INC. 8-K

SmartFinancial shareholders re-elect all 10 directors, approve executive pay at annual meeting

Filed May 22, 2026 · Period ending May 21, 2026 · ~1 min read

4 key changes 1 section

Key Changes

  • medium

    All 10 director nominees elected with support ranging from 84.7% to 98.3% of votes cast; David A. Ogle received lowest support at 9,660,751 for vs. 1,744,374 withheld.

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

    Executive compensation approved with 97.1% support (11,056,323 for vs. 331,566 against) on non-binding advisory vote.

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

    Elliott Davis ratified as auditor for 2026 with 99.9% approval (13,769,399 for vs. 4,421 against).

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

    Annual meeting achieved 80.61% turnout with 13,783,833 of 17,098,473 outstanding shares represented, including 2,378,708 broker non-votes.

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

Summary

SmartFinancial held its 2026 annual meeting on May 21 with strong shareholder participation. All ten director nominees were re-elected to serve until the 2027 annual meeting, with support levels indicating healthy shareholder confidence. Director David A. Ogle received the lowest support at 84.7% of votes cast, while the remaining nine directors received support above 90%.

These results reflect normal governance outcomes for an uncontested slate. Shareholders also ratified Elliott Davis as the company's auditor and approved executive compensation on an advisory basis, both with overwhelming support exceeding 97%. The 80.61% turnout demonstrates solid engagement from the shareholder base. For retail investors, this filing represents routine annual meeting business with no material governance concerns or changes to board composition.

Section-by-Section Diff

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

~600 words

SmartFinancial held its 2026 annual meeting with 80.61% turnout; shareholders elected all 10 directors, ratified Elliott Davis as auditor, and approved executive compensation.

2 Added
Added Director elections medium

Added in current filing · view on EDGAR →

NAME | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES Cathy G. Ackermann 11,212,957 | 192,168 | 2,378,708 Victor L. Barrett 10,932,499 | 472,626 | 2,378,708 William ("Billy") Y. Carroll Jr. 11,133,366 | 271,759 | 2,378,708 William ("Bill") Y. Carroll Sr. 11,070,801 | 334,324 | 2,378,708 David A. Ogle 9,660,751 | 1,744,374 | 2,378,708 Kelli D. Shomaker 11,213,303 | 191,822 | 2,378,708 Steven B. Tucker 11,100,301 | 304,824 | 2,378,708 | Wesley M. ("Miller") Welborn | 11,048,281 | 356,844 | 2,378,708 Keith E. Whaley, O.D. 11,041,563 | 363,562 | 2,378,708 Geoffrey A. Wolpert 10,418,954 | 986,171 | 2,378,708

All ten director nominees were elected to serve until the 2027 annual meeting. Support ranged from 84.7% to 98.3% of votes cast (56.5% to 65.6% of shares outstanding). David A. Ogle received the lowest support at 84.7% of votes cast (9,660,751 for vs. 1,744,374 withheld), while Kelli D. Shomaker received the highest at 98.3%.

Show 1 minor / wording change
Added Auditor ratification low

Added in current filing · view on EDGAR →

VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | 13,769,399 | 4,421 | 10,013 | -

Shareholders ratified Elliott Davis, PLLC as the independent registered public accounting firm for fiscal year 2026 with 99.9% approval (13,769,399 for vs. 4,421 against, representing 80.5% of shares outstanding). This is a routine, healthy outcome.

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