PNBK Patriot National Bancorp Inc - 8-K

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

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:

Nominee

For

Withheld

Broker

Non-Votes

Steven A. Sugarman

62,999,665

140,897

26,634,615

Carlos P. Salas

54,030,335

9,110,227

26,634,615

Edward N. Constantino

56,470,136

6,670,426

26,634,615

Anahit Magzanyan

62,859,130

281,432

26,634,615

Mario De Tomasi

62,608,534

532,028

26,634,615

Jonathan Roth

62,923,733

216,829

26,634,615

Jeffrey Seabold

54,166,726

8,973,836

26,634,615

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:

For

Against

Abstentions/Withheld

Broker

Non-Votes

89,535,129

213,141

26,907

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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:

For

Against

Abstentions/Withheld

Broker

Non-Votes

89,746,398

15,549

13,230

—