Investar Holding Corp

false 0001602658 0001602658 2026-05-20 2026-05-20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ FORM 8-K ___________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2026 Investar Holding Corporation (Exact name of registrant as specified in its charter) Louisiana 001-36522 27-1560715 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 10500 Coursey Boulevard Baton Rouge , Louisiana 70816 (Address of principal executive offices) (Zip Code) Registrant ’ s telephone number, including area code: ( 225 ) 227-2222 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock , $1.00 par value per share ISTR The Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 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 resul