Submission of Matters to a Vote of Security Holders · Other Events
Item 5.07 Submission of Matters to a Vote of Security Holders Ponce Financial Group, Inc. (NASDAQ: PDLB), the holding company for Ponce Bank, held its annual stockholder meeting on June 11, 2026 (the “Annual Meeting”).…
Filed Jun 12, 2026Accepted Jun 12, 2026, 11:26 AM EDTCIK 1874071Accession 0001193125-26-268852
Ponce Financial Group, Inc. is the holding company for Ponce Bank, N.A. Ponce Bank, N.A. is a Minority Depository Institution, a Community Development Financial Institution, and a certified Small Business Administration lender. Ponce Bank, N.A.’s business primarily consists of taking deposits from the general public and to a lesser extent alternative funding sources and investing those funds, together with funds generated from operations and borrowings, in mortgage loans, consisting of 1-4 family residences (investor-owned and owner-occupied), multifamily residences, nonresidential properties, construction and land, and, to a lesser extent, in business and consumer loans. Ponce Bank, N.A. also invests in securities, which consist of U.S. Government and federal agency securities and securities issued by government-sponsored or government-owned enterprises, as well as, mortgage-backed securities, corporate bonds and obligations, Federal Home Loan Bank stock and Federal Reserve Bank stock.
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders
Ponce Financial Group, Inc. (NASDAQ: PDLB), the holding company for Ponce Bank, held its annual stockholder meeting on June 11, 2026 (the “Annual Meeting”). The business conducted at the Annual Meeting consisted of (a) the election of three directors for a term expiring in 2029, (b) the ratification of the appointment of Forvis Mazars, LLP as independent registered public accounting firm for the year ending December 31, 2026 and (c) approval, on an advisory and non-binding basis, of the compensation of the named executive officers. The following is a summary of the voting results for each matter presented to the stockholders:
a)
Proposal I - Election of Directors
Broker
For Abstain Non-Vote
Steven A. Tsavaris 14,732,162 2,582,284 2,590,590
James Perez 13,829,594 3,484,852 2,590,590
Marlene Cintron 16,825,753 488,693 2,590,590
With respect to the foregoing Proposal I, each nominee was elected to the Board of Directors of Ponce Financial Group, Inc.
(b) Proposal II - Ratification of the appointment of Forvis Mazars, LLP as Ponce Financial Group, Inc.’s independent registered public accounting firm for the year ending December 31, 2026.
For Against Abstain
───────────────────────────────────────────────────────────────────────────
19,264,595 176,733 463,708
There were no broker non-votes.
The foregoing Proposal II was approved.
(c) Proposal III - Approval, on an advisory and non-binding basis, of the compensation of named executive officers.
Broker
For Against Abstain Non-Vote
11,067,224 5,852,807 394,415 2,590,590
The foregoing Proposal III was approved on a non-binding advisory basis.
Item 8.01 Other Events.
At the Annual Meeting, Carlos P. Naudon, President and Chief Executive Officer of Ponce Financial Group, Inc., delivered remarks to the stockholders, which are furnished herewith as Exhibit 99.1.
The information set forth in this Item 8.01 and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit Number Description
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99.1 Remarks of Carlos P. Naudon at Annual Meeting
104 Cover Page Interactive Data File (embedded within the Inline XBRL)
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
At the Annual Meeting, Carlos P. Naudon, President and Chief Executive Officer of Ponce Financial Group, Inc., delivered remarks to the stockholders, which are furnished herewith as Exhibit 99.1.
The information set forth in this Item 8.01 and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.
Filed exhibits (1)
EX-99.1 (by filename) pdlb-ex99_1.htm
EX-99.1
2
pdlb-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
REMARKS OF CARLOS P. NAUDON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PONCE FINANCIAL GROUP, INC. AND PONCE BANK
THE 2026 ANNUAL SHAREHOLDERS’ MEETING
PONCE FINANCIAL GROUP, INC.
June 11, 2026
FELLOW SHAREHOLDERS,
OVER THE PAST YEAR, PONCE FINANCIAL GROUP (PFG) HAS REACHED AN IMPORTANT MOMENT IN OUR JOURNEY. AFTER YEARS OF STEADY PROGRESS, WE ARE HITTING OUR STRIDE - AS AN INSTITUTION, AS A COMMUNITY PARTNER, AND AS A MISSION-DRIVEN BANK COMMITTED TO IMPACTFUL ECONOMIC DEVELOPMENT. THIS YEAR, PONCE BANK ACHIEVED A 1% RETURN ON AVERAGE ASSETS.
FOR ANY BANK, A 1% ROA REPRESENTS A KEY BENCHMARK OF PERFORMANCE AND OPERATIONAL DISCIPLINE. FOR US, IT CARRIES ADDITIONAL SIGNIFICANCE. IT DEMONSTRATES THAT WE CAN DELIVER STRONG FINANCIAL RESULTS WHILE REMAINING FULLY COMMITTED TO THE COMMUNITIES AND CUSTOMERS WHO RELY ON US.
AND IT IS NOTED AND APPLAUDED.
S&P GLOBAL RANKED US THE 40TH BEST PERFORMING BANK IN THE COUNTRY AMONG THE $3-10 BILLION ASSET SIZED BANKS FOR 2025.
OUR FINANCIAL RESULTS AT PONCE FINANCIAL GROUP (PFG) ALSO REFLECT STRONG PERFORMANCE AND DISCIPLINED EXECUTION. BASIC EARNINGS PER SHARE FOR 2025 REACHED $…