May 15, 2025 - 8-K: Current report | Northpointe Bancshares, Inc. (NPB)

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 15, 2025

Northpointe Bancshares, Inc.

(Exact name of registrant as specified in its charter)


Michigan	No. 001-42517	38-3413392
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

3333 Deposit Drive Northeast
Grand Rapids, Michigan		49546
(Address of principal executive offices)		(Zip Code)

(616) 940‑9400

(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 Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	NPB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).


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.

The annual meeting of the stockholders of Northpointe Bankshares, Inc (the “Company”) was held via conference call on May 15, 2025 (the “Annual Meeting”). At the close of business on April 4, 2025, the record date for the Annual Meeting, the Company had 29,907,460 shares of common stock outstanding and entitled to vote. Of that number, 23,600,066 shares were represented by proxy at the Annual Meeting. The Company’s stockholders voted on the following two proposals at the Annual Meeting, casting their votes as described below.

Proposal 1: Election of Directors

Each of the individuals listed below was elected at the Annual Meeting to serve a one-year term on the Board of Directors of the Company expiring at the 2026 annual meeting, as indicated below.


Nominees	Votes For	Votes Withheld	Broker Non-Votes
Charles A. Williams	22,832,621	37,901	729,544
Carrie L. Boer	21,362,446	1,508,076	729,544
Robert W. De Vlieger II	21,973,395	897,127	729,544
R. Jeffery Dean	21,973,394	897,128	729,544
Bruce L. Edger	21,931,408	939,114	729,544
John M. Eggemeyer III	22,221,732	648,790	729,544
David S. Hooker	21,973,394	897,128	729,544

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

Proposal 2 was a proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal was approved as follows:


Votes For	Votes Against	Abstentions
20,324,891	7,877	3,267,298

SIGNATURE

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.


		NORTHPOINTE BANCSHARES, INC.

Date: May 15, 2025	By:	/s/ Brad T. Howes
		Brad T. Howes
		Executive Vice President and Chief Financial Officer