{"schema_version":"secwatch.filing_event.v1","accession":"0001473844-23-000022","form_type":"8-K","ticker":"STEL","cik":"0001473844","company_name":"Stellar Bancorp, Inc.","filed_at":"2023-05-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.971011+00:00","generated_at":"2026-06-14T12:48:45.039397+00:00","sec_items":["5.02","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Stellar Bancorp: Director resigns, dividend declared, buyback expanded to $60M","bullets":["Director William S. Nichols III resigns effective May 30, 2023, no disagreement cited.","Quarterly dividend of $0.13/share declared, payable June 30, 2023, record June 15.","Share repurchase authorization expanded from $40M to $60M, extended through May 31, 2024.","Shareholders elected four Class I directors (Beckworth, Robertson, Swinbank, Wilson) and ratified Crowe LLP as auditor."],"urls":{"canonical":"https://secwatch.observer/filing/0001473844-23-000022","json":"https://secwatch.observer/filing/0001473844-23-000022.json","markdown":"https://secwatch.observer/filing/0001473844-23-000022.md","text":"https://secwatch.observer/filing/0001473844-23-000022.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1473844/000147384423000022/0001473844-23-000022-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1473844/000147384423000022/stel-20230525.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T12:48:45.039397+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":"e75b122704","claim":"William S. Nichols, III resigned as Director at Stellar Bancorp, Inc..","evidence_excerpt":"On May 23, 2023, William S. Nichols, III, a member of the Board of Directors of Stellar Bancorp, Inc. (the “Company”), notified the Company of his intention to resign from the Board of Directors of the Company and the Board of Directors of Stellar Bank, effective as of May 30, 2023.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1473844/000147384423000022/0001473844-23-000022-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"0644e6192e7b022fee6dc70f622b32e4407ee3ee","claim":"Stellar Bancorp, Inc. shareholders approved Advisory vote on frequency of say-on-pay at the 2023-05-25 meeting.","evidence_excerpt":"Proposal 3 - The shareholders of the Company adopted, on a nonbinding advisory basis, an annual frequency for the shareholder vote on the compensation of the Company’s named executive officers by the votes set forth in the table below: 1 Year 2 Year 3 Year Abstentions Broker Non-Votes 33,432,170 433,199 2,752,355 1,503,123 7,588,042","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1473844/000147384423000022/0001473844-23-000022-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-25"}],"fact_type":"shareholder_vote"},{"claim_id":"23be906470e4cc1eaeca5e8f2e77d92a56dca1af","claim":"Stellar Bancorp, Inc. shareholders approved Election of four Class I directors at the 2023-05-25 meeting.","evidence_excerpt":"Proposal 1 - The shareholders of the Company elected four Class I directors to the Board of Directors of the Company to serve for a term commencing on May 25, 2023 and continuing until the Company’s 2026 annual meeting of shareholders; each until their respective successor or successors are duly elected and qualified or until their earlier resignation or removal. The number of votes for, withheld and broker non-votes for the election of each director was as follows: Nominee Votes For Votes Withheld Broker Non-Votes John Beckworth 25,220,294 11,900,553 7,588,042 Fred S. Robertson 33,148,795 3,972,052 7,588,042 Joseph B. Swinbank 33,386,323 3,734,524 7,588,042 William E. Wilson, Jr. 33,793,933 3,326,914 7,588,042","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1473844/000147384423000022/0001473844-23-000022-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-25"}],"fact_type":"shareholder_vote"},{"claim_id":"25a6737da420567260ca128eac36c264ba02c957","claim":"Stellar Bancorp, Inc. shareholders approved Ratification of Crowe LLP as independent auditor at the 2023-05-25 meeting.","evidence_excerpt":"Proposal 4 - The shareholders of the Company ratified the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023 by the votes set forth in the table below: Votes For Votes Against Abstentions 43,129,523 1,424,781 154,585","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1473844/000147384423000022/0001473844-23-000022-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-25"}],"fact_type":"shareholder_vote"},{"claim_id":"708e36a483e155e4377c4742c9dcd38a47c433e8","claim":"Stellar Bancorp, Inc. shareholders approved Advisory vote on executive compensation at the 2023-05-25 meeting.","evidence_excerpt":"Proposal 2 - The shareholders of the Company adopted, on a nonbinding advisory basis, a proposal approving the compensation of the Company’s named executive officers by the votes set forth in the table below: Votes For Votes Against Abstentions Broker Non-Votes 34,260,895 2,615,489 244,463 7,588,042","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1473844/000147384423000022/0001473844-23-000022-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-25"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}