UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
John Marshall Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders on June 17, 2025 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted on the proposals below, each of which was described in the Company’s proxy statement for the Annual Meeting. The voting results for each proposal are as follows:
Proposal 1 – Election of Directors
The shareholders elected the eight nominees named in the Company’s proxy statement for the Annual Meeting, to serve until the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified. There were no nominees other than those listed below. The voting results were as follows:
For | Withhold | Broker Non-Vote | |||
Philip W. Allin | 6,312,889 | 1,844,410 | 2,097,952 | ||
Christopher W. Bergstrom | 7,423,015 | 734,284 | 2,097,952 | ||
Philip R. Chase | 6,868,277 | 1,289,022 | 2,097,952 | ||
Michael T. Foster | 7,185,905 | 971,394 | 2,097,952 | ||
Michael A. Garcia | 6,628,614 | 1,528,685 | 2,097,952 | ||
Subhash K. Garg | 7,955,759 | 201,540 | 2,097,952 | ||
Jonathan C. Kinney | 8,058,884 | 98,415 | 2,097,952 | ||
O. Leland Mahan | 7,262,091 | 895,208 | 2,097,952 |
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The shareholders voted to ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:
For | Against | Abstain | Broker | |||
9,756,644 | 24,420 | 474,187 | - |
Proposal 3 – Approval of the John Marshall Bancorp, Inc. 2025 Stock Incentive Plan
The shareholders voted to ratify the John Marshall Bancorp, Inc. 2025 Stock Incentive Plan. The voting results were as follows:
For | Against | Abstain | Broker | |||
7,533,376 | 561,362 | 62,561 | 2,097,952 |
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
| Description |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
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| JOHN MARSHALL BANCORP, INC. | ||||
Date: June 17, 2025 |
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| By: |
| /s/ Kent D. Carstater | |
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| Kent D. Carstater Senior Executive Vice President, Chief Financial Officer | |||