Burke & Herbert sets executive pay votes to occur every three years

Burke & Herbert Financial Services Corp. filed an amendment to its Form 8-K on October 23, 2026, to disclose its decision to hold advisory votes on executive compensation every three years. This determination was made by the Board of Directors following the company's 2026 Annual Meeting of Shareholders, which took place on June 18, 2026. The amendment specifically addresses Item 5.07, providing details on the outcome of the shareholder advisory vote regarding the frequency of future compensation reviews.

At the Annual Meeting, shareholders cast a non-binding advisory vote on how often the company should hold these compensation reviews. The options provided to voters included a frequency of every year, every two years, or every three years, with an option to abstain. The results indicated that a plurality of shareholders preferred an annual frequency for these votes. This shareholder preference was advisory in nature and did not legally bind the company to adopt that specific schedule.

The Board of Directors had previously recommended a three-year frequency for these advisory votes in the definitive proxy statement for the Annual Meeting, dated April 30, 2026. In making its final decision, the Board considered the shareholders' advisory preference for annual votes, as well as recommendations from the Compensation Committee. The Board also evaluated the design and performance horizon of the executive compensation program, which is focused on enhancing long-term shareholder value. Prevailing governance practices and other factors deemed relevant by the directors were also part of the deliberation process.

Consistent with its fiduciary duties to the company and its shareholders, the Board determined that a three-year interval is in the best interest of Burke & Herbert Financial Services Corp. This decision aligns with the Board's original recommendation to shareholders. Consequently, the company will proceed with holding advisory votes on the compensation of its named executive officers every three years. The next such advisory vote is expected to be held at the company's Annual Meeting of Shareholders in 2029.

The Form 8-K/A was filed by Burke & Herbert Financial Services Corp., a Virginia corporation headquartered in Alexandria, Virginia. The document serves as Amendment No. 1 to the Current Report originally filed on June 18, 2026. No other changes were made to the original filing except for the disclosure of this frequency decision. The report was signed by Kirtan Parikh, Executive Vice President and Chief Financial Officer.