BUSE First Busey Corp /NV/ - 8-K

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Equity Incentive Plan

On May 20, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of First Busey Corporation (“Busey”), Busey’s stockholders, upon the recommendation of Busey’s Board of Directors, approved the First Busey Corporation Second Amended 2020 Equity Incentive Plan (the “Amended Plan”). The Amended Plan authorizes an increase of 2,100,000 shares of Busey’s common stock, $0.001 par value, for equity awards, which may be granted in any one or a combination of the following forms: incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, restricted stock units, performance-based restricted stock units, deferred stock units, and other equity-based or equity-related or cash-based awards, including without limitation, the grant or offer for sale of unrestricted shares, bonus share awards, phantom share awards, performance share awards, performance units settled in shares, and performance units settled in cash. Equity awards under the Amended Plan may or may not include dividend equivalents. Participants under the Amended Plan may include employees, directors, and consultants of Busey or its subsidiaries.

A summary of the principal features of the Amended Plan was included in Busey’s amended definitive proxy statement for the Annual Meeting, as filed with the U.S. Securities and Exchange Commission on April 13, 2026 (the “Proxy Statement”). The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by the summary of the principal features of the Amended Plan included in the Proxy Statement and the full text of the Amended Plan, a copy of which was filed as Appendix A to the Proxy Statement, and is incorporated by reference into this Current Report on Form 8-K.

First Busey Corporation (BUSE) | 2026 Annual Meeting Voting Results — 1

Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 20, 2026, Busey held the Annual Meeting. Stockholder representation at the Annual Meeting is summarized as follows:

Shares of common stock outstanding and entitled to vote at the Annual Meeting

85,504,477

Shares represented at the Annual Meeting by Busey stockholders who were present or by Busey stockholders who were represented by proxy

66,222,000

Percentage of shares represented

77.4

%

At the Annual Meeting, Busey stockholders voted on four proposals, as described in the Proxy Statement . Final results of voting on each of the matters submitted to a vote of stockholders during the Annual Meeting are as follows:

Proposal 1: Election of directors

Busey stockholders elected 12 individuals to serve as Busey's directors for a one-year term expiring at the 2027 Annual Meeting of Stockholders or when their successors are elected and have qualified. There were 10,141,821 broker non-votes in connection with the election of directors.

Name

Votes For

% of Votes For

Votes Withheld

% of Votes Withheld

Stanley J. Bradshaw

53,672,783

95.7

%

2,407,396

4.3

%

Rodney K. Brenneman

55,056,259

98.2

%

1,023,920

1.8

%

Steven W. Caple

55,018,321

98.1

%

1,061,858

1.9

%

Michael D. Cassens

54,887,238

97.9

%

1,192,941

2.1

%

Van A. Dukeman

54,592,320

97.3

%

1,487,859

2.7

%

Jennifer M. Grigsby

55,200,162

98.4

%

880,017

1.6

%

Karen M. Jensen

54,942,454

98.0

%

1,137,725

2.0

%

Frederic L. Kenney

54,424,276

97.0

%

1,655,903

3.0

%

Stephen V. King

54,355,920

96.9

%

1,724,259

3.1

%

Kevin S. Rauckman

55,215,293

98.5

%

864,886

1.5

%

Scott A. Wehrli

55,197,187

98.4

%

882,992

1.6

%

Tiffany B. White

54,937,873

98.0

%

1,142,306

2.0

%

Proposal 2: Non-binding, advisory vote to approve executive officer compensation

Busey stockholders approved, in a non-binding advisory vote, the compensation of Busey's named executive officers.

Votes For

Votes Against

Abstentions

Broker Non-Votes

54,382,423

1,037,631

660,125

10,141,821

97.0%

1.8%

1.2%

Proposal 3: Approval of the First Busey Corporation Second Amended 2020 Equity Incentive Plan

Busey stockholders approved the Amended Plan.

Votes For

Votes Against

Abstentions

Broker Non-Votes

52,960,105

2,681,456

438,618

10,141,821

94.4%

4.8%

0.8%

First Busey Corporation (BUSE) | 2026 Annual Meeting Voting Results — 2

Proposal 4: Ratification of independent registered public accounting firm

Busey stockholders ratified the appointment of RSM US LLP as Busey’s independent registered public accounting firm for the year ending December 31, 2026.

Votes For

Votes Against

Abstentions

Broker Non-Votes

64,541,386

1,480,312

200,302

Not Applicable

97.5%

2.2%

0.3%

Item 8.01.    Other Events

Amendment to Share Repurchase Program

On May 20, 2026, Busey's board of directors approved an amendment to Busey’s previously adopted share repurchase program to increase the number of shares of Busey’s common stock available for repurchase by 4,000,000 shares. As of the close of business on May 20, 2026, under the amended share repurchase program, Busey is now authorized to repurchase, from time to time as Busey deems appropriate, up to a remaining number of 4,903,775 shares of Busey's common stock. Repurchases may be made in the open market, through block trades or otherwise, and in privately negotiated transactions. The repurchase program does not obligate Busey to repurchase any dollar amount or number of shares. The repurchase program has no expiration date, and may be expanded, modified, suspended, or discontinued by Busey's board of directors at its discretion at any time.

Item 9.01.    Financial Statements and Exhibits.

Exhibit Number

Description of Exhibit

10.1

First Busey Corporation Second Amended 2020 Equity Incentive Plan, filed with the U.S. Securities and Exchange Commission on April 13, 2026, as Appendix A to the Definitive Proxy Statement Amendment No. 1 and incorporated herein by reference

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

First Busey Corporation (BUSE) | 2026 Annual Meeting Voting Results — 3