ISTR Investar Holding Corp - 8-K

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

(e)     On May 20, 2026, the shareholders of Investar Holding Corporation (the “Company”) approved the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan (the “Plan”) at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The purpose of the Plan is to motivate high levels of performance and align the interests of the Company’s employees and directors with those of its stockholders by giving them the perspective of an owner with an equity stake in the Company and providing a means for recognizing their contributions to the success of the Company.

The compensation committee of the Company’s board of directors will administer the Plan and has authority to make awards under the Plan and to set the terms of the awards. The compensation committee will also generally have the authority to interpret the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate and to make any other determination that it believes necessary or advisable for the proper administration of the Plan.

The types of awards that may be granted under the Plan include non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and for officers and employees only, incentive stock options under Section 422 of the Internal Revenue Code. The Plan authorizes the issuance of up to 1,800,000 shares of common stock. No participant may be granted in any single year awards that relate to more than 100,000 shares of the Company’s common stock, although non-employee directors may not be granted in any single year awards that relate to more than 30,000 shares of the Company’s common stock.

The Plan may be amended or discontinued at any time by the Company’s board of directors, subject to the requirement that certain amendments may not be made without shareholder approval. No amendment or discontinuance of the Plan may materially impair an award previously granted without the consent of the recipient. Unless terminated sooner, no awards may be granted under the Plan after May 19, 2036.

For further information regarding the Plan, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2026. The information included herein relating to the Plan is qualified in its entirety by reference to the actual terms of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the 2026 Annual Meeting of Investar Holding Corporation, held on May 20, 2026, five proposals were submitted to a vote of security holders. Of the 13,744,225 shares of the Company’s common stock outstanding as of the record date, 9,748,740 shares were represented at the Annual Meeting.

Proposal No. 1: Election of 13 Directors

Each of the director nominees listed below was elected to serve as a member of the Company’s board of directors, each to serve a one-year term. The shareholders’ voting results are set forth below.

Nominee

For

Withhold

Broker Non-Votes

John J. D’Angelo

7,383,259

50,314

2,315,167

James F. Dunkerley

7,410,805

22,768

2,315,167

David A. Flack, M.D.

7,378,532

55,041

2,315,167

Scott G. Ginn

7,319,624

113,949

2,315,167

William H. Hidalgo, Sr.

7,283,315

150,258

2,315,167

Rose J. Hudson

7,357,462

76,111

2,315,167

Gordon H. Joffrion, III

7,348,793

84,780

2,315,167

Robert Chris Jordan

7,315,051

118,522

2,315,167

Julio A. Melara

7,322,755

110,818

2,315,167

Suzanne O. Middleton

7,338,076

95,497

2,315,167

Andrew C. Nelson, M.D.

7,167,563

266,010

2,315,167

Frank L. Walker

7,350,266

83,307

2,315,167

James E. Yegge, M.D.

7,322,324

111,249

2,315,167

Proposal No. 2: Ratification of the Appointment of BDO USA, P.C. as the Company ’ s Independent Registered Public Accounting Firm for the 2026 Fiscal Year

The proposal to ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the 2026 fiscal year was approved. The shareholders’ voting results are set forth below.

For

Against

Abstain

9,715,205

223

33,312

Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of the Company ’ s Named Executive Officers

The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved. The shareholders’ voting results are set forth below.

For

Against

Abstain

Broker Non-Votes

7,321,191

42,699

69,683

2,315,167

Proposal No. 4: Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company ’ s Named Executive Officers

The shareholders approved, on an advisory basis, conducting future advisory votes on the compensation of the Company’s named executive officers annually. The shareholders’ voting results are set forth below.

Every One Year

Every Two Years

Every Three Years

Abstain

Broker Non-Votes

6,964,284

93,701

311,861

63,727

2,315,167

After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of an annual advisory vote on the compensation of the Company’s named executive officers, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every year until the next shareholder advisory vote on the frequency of future advisory votes on executive compensation, which vote is expected to be held in six years at the Company’s 2032 Annual Meeting.

Proposal No. 5: Approval   of the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan

The shareholders approved the Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan. The shareholders’ voting results are set forth below.

For

Against

Abstain

Broker Non-Votes

5,740,224

1,353,778

339,571

2,315,167

Item   9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description of Exhibit

10.1

Second Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan

104

The cover page of Investar Holding Corporation’s Form 8-K is formatted in Inline XBRL