---
schema_version: "secwatch.filing_event.v1"
accession: "0001419536-23-000094"
form_type: "8-K"
ticker: "CBNK"
cik: "0001419536"
company_name: "Capital Bancorp Inc"
filed_at: "2023-05-23T23:59:59+00:00"
generated_at: "2026-06-14T17:13:43.113805+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# Capital Bancorp adopts majority voting for directors, lowers amendment threshold from 2/3 to majority

## Summary
- Stockholders approved director election by majority of votes cast in uncontested elections at May 18 annual meeting.
- Approval threshold for charter amendments reduced from two-thirds to a majority; effective May 22, 2023.
- Board adopted conforming bylaw amendment and director resignation policy for failed majority-vote candidates.
- Changes reflect governance modernization; no financial or operational impact disclosed.

## SEC filing metadata
- accession: 0001419536-23-000094
- form_type: 8-K
- ticker: CBNK
- cik: 0001419536
- company_name: Capital Bancorp Inc
- filed_at: 2023-05-23T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1419536/000141953623000094/0001419536-23-000094-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1419536/000141953623000094/cbnk-20230518.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001419536-23-000094
- JSON: https://secwatch.observer/filing/0001419536-23-000094.json
- Plain text: https://secwatch.observer/filing/0001419536-23-000094.txt

## Key facts
- Governance Changes
  Capital Bancorp Inc: Conformed bylaws to reflect majority voting change for directors in uncontested elections (effective 2023-05-22).
  - Change: bylaw amendment
  - Effective: 2023-05-22
  source text: In addition, effective May 22, 2023, the Board approved (i) conforming changes to our Amended and Restated Bylaws (the “Bylaws Amendment”) for the Director Election Voting Change, and (ii) a director resignation policy (the “Director Resignation Policy”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1419536/000141953623000094/0001419536-23-000094-index.htm
- Governance Changes
  Capital Bancorp Inc: Amended articles to require majority voting for directors in uncontested elections and reduce stockholder vote requirement for general amendments from two-thirds to a majority (effective 2023-05-22).
  - Change: charter amendment
  - Effective: 2023-05-22
  source text: At the Annual Meeting of Stockholders of Capital Bancorp, Inc. (the “Company”) held on May 18, 2023 (the “Annual Meeting”), the Company’s stockholders approved two proposals to amend (collectively, the “Amendments”) the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to require (1) that directors be elected by a majority of votes cast in uncontested elections (but retaining a carve-out for plurality voting in contested elections where there are more nominees than seats) (“Director Election Voting Change”) and (2) the approval of holders of a majority, rather than two-thirds, of the Company’s shares for general amendments to the Articles.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1419536/000141953623000094/0001419536-23-000094-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.