--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-026642" form_type: "8-K" ticker: "BY" cik: "0001702750" company_name: "BYLINE BANCORP, INC." filed_at: "2023-06-06T23:59:59+00:00" generated_at: "2026-06-14T06:41:38.618766+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Byline Bancorp shareholders elect all eight director nominees, approve compensation plan amendment at annual meeting ## Summary - All eight director nominees elected with 85%-99% of votes cast for; broker non-votes ~2.7M shares. - Amendment to 2017 Omnibus Incentive Plan approved (30.7M for vs 602K against). - Say-on-pay passed with 30.9M for; frequency vote set to every year until 2029. - Ratification of Moss Adams as auditor approved with 99.8% votes for. ## SEC filing metadata - accession: 0000950170-23-026642 - form_type: 8-K - ticker: BY - cik: 0001702750 - company_name: BYLINE BANCORP, INC. - filed_at: 2023-06-06T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1702750/000095017023026642/0000950170-23-026642-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1702750/000095017023026642/by-20230606.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-026642 - JSON: https://secwatch.observer/filing/0000950170-23-026642.json - Plain text: https://secwatch.observer/filing/0000950170-23-026642.txt ## Key facts - Shareholder Votes BYLINE BANCORP, INC. shareholders approved Advisory (non-binding) Vote to Approve Named Executive Officer Compensation at the 2023-06-06 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-06 source text: 3.) Proposal 3: Advisory (non-binding) Vote to Approved Named Executive Officer Compensation . Byline’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in the 2023 Proxy Statement: Number of Shares Voted "For" Number of Shares Voted " Against " Abstentions Broker Non-Votes 30,886,291 377,335 124,839 2,723,175 evidence_url: https://www.sec.gov/Archives/edgar/data/1702750/000095017023026642/0000950170-23-026642-index.htm - Shareholder Votes BYLINE BANCORP, INC. shareholders approved Election of Directors at the 2023-06-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-06 source text: 1.) Proposal 1: Election of Directors . Byline’s stockholders elected eight (8) director nominees to serve a one-year term until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Name of Director Nominee Number of Shares Voted "For" Votes Withheld Broker Non-Votes 1 Phillip R. Cabrera 30,382,290 1,006,175 2,723,175 evidence_url: https://www.sec.gov/Archives/edgar/data/1702750/000095017023026642/0000950170-23-026642-index.htm - Shareholder Votes BYLINE BANCORP, INC. shareholders approved Approval of Amendment to 2017 Omnibus Incentive Compensation Plan at the 2023-06-06 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-06 source text: 2.) Proposal 2: Approval of Amendment to 2017 Omnibus Incentive Compensation Plan . Byline’s stockholders approved an amendment to the Company’s 2017 Omnibus Incentive Compensation Plan to increase the number of shares available for issuance under the plan: Number of Shares Voted "For" Number of Shares Voted " Against " Abstentions Broker Non-Votes 30,746,582 602,801 39,082 2,723,175 evidence_url: https://www.sec.gov/Archives/edgar/data/1702750/000095017023026642/0000950170-23-026642-index.htm - Shareholder Votes BYLINE BANCORP, INC. shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2023-06-06 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-06 source text: 5.) Proposal 5: Ratification of Independent Registered Public Accounting Firm . Byline’s stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: Number of Shares Voted "For" Number of Shares Voted " Against " Abstentions Broker Non-Votes 34,043,128 67,607 905 — evidence_url: https://www.sec.gov/Archives/edgar/data/1702750/000095017023026642/0000950170-23-026642-index.htm - Shareholder Votes BYLINE BANCORP, INC. shareholders approved Advisory (non-binding) Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation at the 2023-06-06 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-06 source text: 4.) Proposal 4: Advisory (non-binding) Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation . Byline’s stockholders approved, on an advisory (non-binding) basis, every year as the frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers: Number of Shares Voted "For Every 1 year" Number of Shares Voted "For Every 2 years" Number of Shares Voted "For Every 3 years" Abstentions Broker Non-Votes 29,963,182 8,089 1,281,741 135,453 2,723,175 evidence_url: https://www.sec.gov/Archives/edgar/data/1702750/000095017023026642/0000950170-23-026642-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.