FinWise Bancorp 8K Departure of Directors or Certain Officers

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 27, 2024

FINWISE BANCORP

(Exact name of registrant as specified in its charter)


Utah	001-40721	83-0356689
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification no.)

756 East Winchester St., Suite 100

84107

Murray,

Utah

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (801) 501-7200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.001 per share	FINW	The NASDAQ Stock Market LLC

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 27, 2024, at the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of FinWise Bancorp ("FinWise" or the "Company"), the Company shareholders approved the increase in the number of shares of our common stock available for awards under the FinWise Bancorp 2019 Stock Option Plan (the "2019 Plan") by 500,000 shares to 1,780,000 shares. The increase was embodied (subject to shareholder approval) in an amendment of the 2019 plan that was approved by FinWise's Board of Directors on April 25, 2024. Our named executive officers may participate in the 2019 Plan. For a description of the principal features of the 2019 plan, please see Proposal no. 2 in our proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2024, which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the 2019 Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.

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

At the Annual Meeting, shareholders of record as of April 29, 2024, the Record Date for the Annual Meeting, were entitled to vote 12,793,555 shares of the Company's common stock (the "Common Stock"), each having one vote per share. A total of 8,741,794 shares of Common Stock were represented at the Annual Meeting in person or by proxy.

At the Annual Meeting, the shareholders of the Company (i) elected three director nominees to hold office until the earlier of the 2027 Annual Meeting of Shareholders of the Company or until their successors are elected and qualified or until their earlier resignation or removal, (ii) approved the amendment to the 2019 Plan to increase the number of shares of our Common Stock available for awards under the 2019 Plan by 500,000 shares to 1,780,000 shares and (iii) ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

Election of Directors

The shareholders of the Company elected each of the director nominees proposed by the Board of Directors. The final voting results were as follows:


Nominee	For	Withheld	Broker Non-Votes
James Giordano	4,695,469	2,358,484	1,687,841
Jeana Hutchings	5,075,621	1,978,332	1,687,841
Alan Weichselbaum	6,875,822	178,131	1,687,841

Amendment of 2019 Plan

The shareholders of the Company approved the amendment to the 2019 Plan effecting the increase in the number of shares of our Common Stock available for awards under the 2019 Plan by 500,000 shares to 1,780,000 shares. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
5,749,553	1,285,362	19,038	1,687,841

Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders of the Company ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The final voting results were as follows:


For	Against	Abstain	Broker Non-Votes
8,712,187	27,936	1,671	0

Item 9.01Financial Statements and Exhibits.


(d) Exhibits

Exhibit No.			Description
10.1			FinWise Bancorp 2019 Stock Option Plan.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, FinWise Bancorp has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


DATE: July 3, 2024			FINWISE BANCORP

			/s/ Michael O'Brien
			Name: Michael O'Brien
			Title: Corporate Secretary and Executive Vice President

FinWise Bancorp (FINW) 8-KDeparture of Directors or Certain Officers