{"schema_version":"secwatch.filing_event.v1","accession":"0000708781-23-000017","form_type":"8-K","ticker":"CASS","cik":"0000708781","company_name":"CASS INFORMATION SYSTEMS INC","filed_at":"2023-04-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.978129+00:00","generated_at":"2026-06-16T21:49:41.913132+00:00","sec_items":["5.02","5.07","8.01","9.01"],"event_type":"leadership","sentiment":"positive","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Cass Information Systems appoints Martin Resch as CEO; grants restricted stock; declares $0.29 dividend","bullets":["Martin H. Resch became CEO effective April 18, 2023; received 5,318 restricted shares on April 20.","Time-based restricted stock (2,127 shares) vests three years from grant; performance-based (3,191) vests based on EPS/ROE targets.","Shareholders approved 2023 Omnibus Stock Plan (1M shares authorized); all director nominees elected.","Board declared Q2 dividend of $0.29/share, payable June 15, 2023 to holders of record June 5.","KPMG ratified as auditor; advisory say-on-pay passed with ~93% support."],"urls":{"canonical":"https://secwatch.observer/filing/0000708781-23-000017","json":"https://secwatch.observer/filing/0000708781-23-000017.json","markdown":"https://secwatch.observer/filing/0000708781-23-000017.md","text":"https://secwatch.observer/filing/0000708781-23-000017.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/708781/000070878123000017/0000708781-23-000017-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/708781/000070878123000017/cass-20230418.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T21:49:41.913132+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"de347fd0ae","claim":"Martin H. Resch was appointed as Chief Executive Officer at CASS INFORMATION SYSTEMS INC.","evidence_excerpt":"Martin H. Resch was appointed as the Company’s Chief Executive Officer effective April 18, 2023 as part of the Company’s succession planning.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/708781/000070878123000017/0000708781-23-000017-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"300b00c601541854cb1269d419636a32e5f5dbea","claim":"CASS INFORMATION SYSTEMS INC shareholders approved Election of five directors to serve three-year terms ending in 2026 at the 2023-04-18 meeting.","evidence_excerpt":"Election of five directors to serve three-year terms ending in 2026, as follows: Nominee Votes For Votes Against Abstentions Broker Non-Votes Eric H. Brunngraber 9,544,237 591,965 61,000 1,878,709 Benjamin F. Edwards, IV 9,788,369 345,889 62,944 1,878,709 Ann W. Marr 9,996,878 139,273 61,052 1,878,709 Martin H. Resch 9,948,866 188,571 59,765 1,878,709 Joseph D. Rupp 9,978,646 155,925 62,632 1,878,709 All director nominees were elected.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/708781/000070878123000017/0000708781-23-000017-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-18"}],"fact_type":"shareholder_vote"},{"claim_id":"3a5849fd935b4c7b966aa5285769fee44eb5a4ed","claim":"CASS INFORMATION SYSTEMS INC shareholders approved Advisory vote on the frequency of executive compensation advisory vote at the 2023-04-18 meeting.","evidence_excerpt":"Advisory vote on the frequency of executive compensation advisory vote: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 9,322,698 9,015 787,427 78,062 1,878,709 By advisory vote, the shareholders voted to hold an advisory vote on executive compensation every year.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/708781/000070878123000017/0000708781-23-000017-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-18"}],"fact_type":"shareholder_vote"},{"claim_id":"97b1f99cf2a70312253d78a1e6b0fdeb03aedcd7","claim":"CASS INFORMATION SYSTEMS INC shareholders approved Advisory approval of the Company's executive compensation at the 2023-04-18 meeting.","evidence_excerpt":"Advisory approval of the Company’s executive compensation: Votes For Votes Against Abstentions Broker Non-Votes 9,900,410 203,377 93,415 1,878,709 The Company’s executive compensation was approved by advisory vote.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/708781/000070878123000017/0000708781-23-000017-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-18"}],"fact_type":"shareholder_vote"},{"claim_id":"a0d2dcdc41d3bdf442da211e48bece01f31c03c2","claim":"CASS INFORMATION SYSTEMS INC shareholders approved Approval of the Company's 2023 Omnibus Plan at the 2023-04-18 meeting.","evidence_excerpt":"Approval of the Company’s 2023 Omnibus Plan: Votes For Votes Against Abstentions Broker Non-Votes 9,788,611 318,396 90,195 1,878,709 The Company’s 2023 Omnibus Plan was approved.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/708781/000070878123000017/0000708781-23-000017-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-18"}],"fact_type":"shareholder_vote"},{"claim_id":"aee74e420b65613cf8563f08fbeaffc0466322e7","claim":"CASS INFORMATION SYSTEMS INC shareholders approved Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for 2023 at the 2023-04-18 meeting.","evidence_excerpt":"Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2023: Votes For Votes Against Abstentions 11,930,125 111,424 34,362","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/708781/000070878123000017/0000708781-23-000017-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-18"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}