Advisory votes on executive compensation, meaning non-binding shareholder ballots that let investors signal approval or disapproval of how top managers are paid, sat at the center of a governance disagreement at Bogota Financial Corp. (Nasdaq: BSBK). At the company's May 14, 2026 annual meeting in Teaneck, New Jersey, stockholders expressed a preference for holding those reviews every three years. The board, in a filing signed July 29, 2026, decided to hold them every year instead.
What the vote said, and what the board did
A say-on-pay frequency vote gives shareholders a choice: tell the company how often it should seek their input on executive pay. The options are every year, every two years, or every three years, with abstention also on the table. Bogota Financial's stockholders chose three years.
The board had recommended annual votes in the company's definitive proxy statement dated April 9, 2026. After reviewing the shareholder outcome, the board held its original position. The amended filing states that the board determined annual advisory votes are "currently in the best interest of the Company and its stockholders." No further explanation is offered.
The advisory vote ceiling
The word "advisory" carries a specific legal meaning. Under SEC rules, the frequency vote is non-binding. A company must hold the vote and disclose the results publicly, but the board retains authority to act as it sees fit. Bogota Financial's board exercised that authority, choosing its original recommendation over the preference of shareholders who turned out and voted.
The next advisory vote on the compensation of named executive officers is expected at the 2027 annual meeting. The company says it also plans to hold another say-on-pay frequency vote at that same meeting, giving shareholders another opportunity to register a preference on the schedule.
The filing and who signed it
The document is a Form 8-K/A, Amendment No. 1. Companies file an 8-K/A to add or correct information contained in a prior current report. The original Form 8-K was filed May 15, 2026, one day after the annual meeting. The amendment adds the board's decision on voting frequency going forward. It was signed by Brian McCourt, Executive Vice President and Chief Financial Officer of Bogota Financial Corp., headquartered at 819 Teaneck Road, Teaneck, New Jersey.