Amerant Bancorp Inc.

0001734342 false 0001734342 2026-06-02 2026-06-02 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): June 2, 2026 Amerant Bancorp Inc. (Exact name of registrant as specified in its charter) Florida 001-38534 65-0032379 (State or other jurisdiction of incorporation (Commission file number) (IRS Employer Identification Number) 220 Alhambra Circle Coral Gables , Florida 33134 (Address of principal executive offices) (Zip Code) ( 305 ) 460-8728 (Registrant's telephone number, including area code) 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 Symbols Name of exchange on which registered Class A Common Stock AMTB New York Stock Exchange 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 5.07 Submission of Matters to a Vote of Security Holders. On June 2, 2026, Amerant Bancorp Inc. (the “Company”) held its 2026 annual meeting of shareholders (the "Annual Meeting"). There were 27,035,485 shares of Class A voting common stock of the Company present or represented by proxy at the Annual Meeting, constituting approximately 69.21% of the 39,062,373 outstanding shares of Class A voting common stock on April 7, 2026, the record date for the Annual Meeting. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below: Proposal 1: To elect directors to serve until the 2027 annual meeting of shareholders. Each nominee received the following votes: Nominee For Against Abstain Broker Non-Vote Odilon Almeida 23,313,655 424,739 18,318 3,278,773 Carlos Iafigliola 23,684,663 65,177 872 3,278,773 Erin D. Knight 23,507,527 240,238 8,947 3,278,773 Jack Kopnisky 23,526,368 220,601 9,743 3,278,773 Lisa Lutoff-Perlo 23,253,309 494,284 9,119 3,278,773 Gustavo Marturet M. 23,099,095 644,562 13,055 3,278,773 Patricia Morrison 23,663,389 84,203 9,120 3,278,773 John W. Quill 23,666,083 75,856 14,773 3,278,773 Ashaki Rucker 23,585,958 159,808 10,946 3,278,773 Oscar Suarez 23,501,329 245,640 9,743 3,278,773 Millar Wilson 15,336,523 8,386,819 33,370 3,278,773 All director nominees were duly elected at the Annual Meeting. Each of the individuals named in the above table will serve as a director until the 2027 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified. Proposal 2: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”). Say-on-Pay received the following votes: For Against Abstain Broker Non-Vote 23,349,064 361,733 45,915 3,278,773 At the Annual Meeting, the shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers — Say-on-Pay. Proposal 3: The proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 received the following votes: For Against Abstain Broker Non-Vote 27,002,896 17,990 14,599 --- At the Annual Meeting, the shareholders ratified the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 4, 2026 Amerant Bancorp Inc. By: /s/ Julio V. Pena Name: Julio V. Pena Title: Executive Vice President, Associate General Counsel and Corporate Secretary