Form 8-K Carter Bankshares, Inc. For: May 27

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May 29, 2026 11:01 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2026

CARTER BANKSHARES, INC.

(Exact name of registrant as specified in its charter)


Virginia	001-39731	85-3365661
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

1300 Kings Mountain Road, Martinsville, Virginia 24112

(Address of Principal Executive Offices) (Zip Code)

(276) 656-1776

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	CARE	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07. - Submission of Matters to a Vote of Security Holders.

On May 27, 2026, Carter Bankshares, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 17,183,400 of the Company’s shares were voted in person or by proxy. Following are the final voting results on the matters considered and voted upon at the Annual Meeting, all of which are described in the Proxy Statement for the 2026 Annual Meeting.

Proposal #1

To elect the 11 Directors below to serve until the 2027 Annual Meeting of Shareholders or until their successors are elected:


	For	Withhold Authority	Broker Non-Votes
Michael R. Bird	12,184,489	429,552	4,569,359
Kevin S. Bloomfield	12,235,852	378,189	4,569,359
Robert M. Bolton	12,267,231	346,810	4,569,359
Gregory W. Feldmann	11,765,710	848,331	4,569,359
James W. Haskins	11,878,284	735,757	4,569,359
Phyllis Q. Karavatakis	12,349,880	264,161	4,569,359
Jacob A. Lutz, III	12,170,501	443,540	4,569,359
Catharine L. Midkiff	12,181,980	432,061	4,569,359
Curtis E. Stephens	12,239,156	374,885	4,569,359
Litz H. Van Dyke	12,156,711	457,330	4,569,359
Elizabeth L. Walsh	12,173,513	440,528	4,569,359

Proposal #2

To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement.


For	Against	Abstain	Non- Votes
11,748,459	695,815	169,767	4,569,359

Proposal #3

To ratify the appointment of the independent registered public accounting firm of Crowe LLP as the independent auditors of the Company for the fiscal year ending December 31, 2026.


For	Against	Abstain	Non- Votes
17,089,948	90,529	2,923	0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.