false 0001098146 0001098146 2026-05-20 2026-05-20

 

 

 

 

 

Date of Report (Date of earliest event reported): May 20, 2026

 

(Exact name of registrant as specified in its charter)

 

 

 

 

Stamford, Connecticut 06901

(Address of Principal Executive Offices) (Zip Code)

 

(203) 252-5900

(Registrant's telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

         

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On May 20, 2026, Patriot National Bancorp, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Meeting”). On the record date of April 7, 2026, there were 117,085,713 shares of voting common stock outstanding and entitled to vote at the Meeting. A majority of the shareholders of the Company, which beneficially owned approximately 76.7% of its outstanding voting common stock, were represented in person or by proxy at the Meeting. The matters listed below were submitted to a vote of the shareholders and each of them was approved at the Meeting. 

 

The final results of the shareholders’ votes are as follows:

 

Proposal 1 – Election of Directors.

 

The following seven directors were each elected at the Meeting to serve as a director, until the next Annual Meeting of Shareholders and until his or her successor is duly elected and qualified, based upon the following votes:

 

 

Proposal 2 – Authorization of the Board to Amend the Company’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split.‐‐

 

The shareholders approved the authorization of the Board to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of all issued and outstanding shares of the Company’s common stock at a ratio within the range of 1-for-10 to 1-for-20, with the specific ratio and timing to be determined by the Board in its sole discretion within one (1) year of the date of shareholder approval, based on the following votes:

 

 

Proposal 3 – Ratification of the Appointment of Independent Registered Accounting Firm.

 

The appointment of Baker Tilly US, LLP to serve as the independent registered public accounting firm for the Company for the year ending December 31, 2026 was ratified based on the following votes:

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.