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Get filing alertsThird Coast Bancshares shareholders approve 375,000-share equity plan expansion
Filed May 21, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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Shareholders approved amended equity incentive plan adding 375,000 shares to compensation pool, increasing dilution capacity for future stock-based awards to employees and directors.
Item 5.02 verify on EDGAR → -
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Directors Bart O. Caraway and Mary Stich faced elevated opposition of 33-35% of votes cast in their elections, while three other directors received support exceeding 72%.
Item 5.07 verify on EDGAR → -
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Amended plan adds shareholder-friendly governance provisions: minimum vesting requirements, prohibition on repricing underwater options, and ban on reload stock options.
Item 5.02 verify on EDGAR → -
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Shareholders ratified Whitley Penn LLP as 2026 auditor with 99.4% support (11,859,647 for, 29,563 against), confirming continuity in external audit relationship.
Item 5.07 verify on EDGAR →
Summary
Third Coast Bancshares held its annual shareholder meeting on May 21, 2026, with shareholders approving an amended equity incentive plan that expands the share reserve by 375,000 shares.
The plan amendment, which received 94.8% support (9,639,839 for vs. 532,053 against), increases the company's capacity to grant stock-based compensation while adding governance safeguards including minimum vesting periods and a prohibition on repricing underwater options. The share addition will dilute existing holders as awards vest. The director elections revealed mixed shareholder sentiment.
While Clint Greenleaf (99.0% support), Jeffrey A. Wilkinson (98.6%), and Tony Scavuzzo (72.6%) received strong backing, Class A directors Bart O. Caraway and Mary Stich faced elevated opposition of approximately 33-35% of votes cast. This level of dissent, while not blocking their election, suggests some shareholders have concerns about these two board members. The auditor ratification passed routinely with 99.4% approval. For retail holders, the equity plan expansion represents incremental dilution offset by improved governance terms, while the director vote patterns warrant monitoring in future proxy cycles.
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 21, 2026, the shareholders of Third Coast Bancshares, Inc. (the “Company”) approved the Amended and Restated Third Coast Bancshares, Inc. 2019 Omnibus Incentive Plan (the “Restated Plan”) at the Company’s Annual Meeting of Shareholders.
Shareholders approved an amended equity incentive plan at the annual meeting. The plan was previously approved by the board on April 16, 2026, subject to shareholder approval.
Added in current filing · verify on EDGAR →
The Restated Plan (a) increased the number of shares of the Company’s common stock reserved for issuance under the 2019 Plan by an additional 375,000 shares
The amended plan adds 375,000 shares to the equity compensation pool. This increases the company's capacity to grant stock-based awards to employees and directors, which will dilute existing shareholders when those awards vest.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
(b) added certain minimum vesting requirements, (c) added provisions prohibiting the repricing of stock options and stock appreciation rights and prohibiting reload stock options, (d) modified the provisions in the 2019 Plan related to dividends and stock splits with respect to restricted stock
The plan now includes minimum vesting requirements, prohibits repricing of options and stock appreciation rights, prohibits reload options, and modifies dividend and stock split treatment for restricted stock. These changes generally align with shareholder-friendly governance practices by preventing the company from repricing underwater options and requiring minimum vesting periods.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual shareholder meeting held May 21, 2026: directors elected, equity plan approved, auditor ratified.
Added in current filing · verify on EDGAR →
For | Against | Abstain | Broker Non-Vote | Class A Directors Bart O. Caraway 6,752,912 | 3,428,330 | 28,200 | 1,724,820 | Clint Greenleaf | 10,105,813 | 77,273 | 26,356 | 1,724,820 | Tony Scavuzzo | 7,393,715 | 2,788,029 | 27,698 | 1,724,820 | Mary Stich | 6,611,160 | 3,570,082 | 28,200 | 1,724,820 | Class C Director Jeffrey A. Wilkinson 10,029,555 | 136,185 | 43,702 | 1,724,820
Five directors were elected: Class A directors Bart O. Caraway (66.3% of votes cast), Clint Greenleaf (99.0%), Tony Scavuzzo (72.6%), and Mary Stich (64.9%), plus Class C director Jeffrey A. Wilkinson (98.6%). Caraway and Stich faced elevated opposition of approximately 33-35% of votes cast, while the other three directors received strong support exceeding 72%.
Added in current filing · verify on EDGAR →
For | Against | Abstain | Broker Non-Vote | 9,639,839 | 532,053 | 37,550 | 1,724,820
Shareholders approved the Restated Plan with 94.8% of votes cast in favor (9,639,839 for vs. 532,053 against). This represents strong support for the company's equity compensation program.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify