VEL Velocity Financial, Inc. - 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders.

We held our Annual Meeting of Shareholders on May 21, 2026 to allow our shareholders to vote on the matters disclosed in our Proxy Statement. The final voting results for the matters submitted to a vote of shareholders were as follows:

Proposal I: Election of Directors.

All of our Directors were re-elected and received the following votes:

Number of Votes

For

Against

Abstain

Broker Non-

Votes

Dorika M. Beckett

24,668,443

12,440

6,788

1,181,801

Michael W. Chiao

24,661,094

21,190

5,387

1,181,801

Christopher D. Farrar

24,651,920

30,883

4,868

1,181,801

Alan H. Mantel

24,560,450

121,835

5,386

1,181,801

John P. Pitstick

24,676,717

5,568

5,386

1,181,801

John A. Pless

24,420,558

261,726

5,387

1,181,801

Joy L. Schaefer

24,670,154

10,729

6,788

1,181,801

Omar M. Maasarani

24,604,346

77,938

5,387

1,181,801

Proposal II: The approval of our named executive officers’ compensation on an advisory basis, including the following resolution:

Resolved, that the compensation paid to the Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure is approved.

Our shareholders voted as noted below and approved the resolution and our 2025 executive compensation.

Number of

Votes

For

24,590,950

Against

92,104

Abstain

4,617

Broker Non-Votes

1,181,801

Proposal III. The ratification of RSM US LLP as our independent auditor for 2026.

Our shareholders ratified RSM US LLP as our independent auditor for 2026 with the following votes:

Number of Votes

For

25,860,650

Against

2,294

Abstain

6,528

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

104

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