0001516912false00015169122024-04-242024-04-24

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)

April 24, 2024

ORIGIN BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Louisiana

001-38487

72-1192928

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

500 South Service Road East

Ruston, Louisiana 71270

(Address of principal executive offices including zip code)

(318) 255-2222

(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:

☐    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, par value $5.00 per share

OBK

New York Stock Exchange

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 April 24, 2024, the Company held its Annual Meeting in Choudrant, LA. Of the 31,008,656 shares of common stock eligible to vote at the Annual Meeting, 26,506,448 shares were represented in person or by proxy, representing approximately 85.48% of the outstanding shares as of the record date for the Annual Meeting. The final voting results of voting on each of the proposals submitted to stockholders at the Annual Meeting are as follows:

Proposal 1 - Elect 15 directors to serve until the 2025 annual meeting of stockholders and until their successors are elected and qualified.

Election of Directors:						For						Against						Abstain						Broker Non-Vote
01 Daniel Chu						16,437,446						5,072,240						398,519						4,598,243
02 James D'Agostino, Jr.						21,484,525						413,814						9,866						4,598,243
03 James Davison, Jr.						21,472,810						425,454						9,941						4,598,243
04 Jay Dyer						21,391,435						481,567						35,203						4,598,243
05 A. La'Verne Edney						21,526,477						365,068						16,660						4,598,243
06 Meryl Farr						21,454,551						443,709						9,945						4,598,243
07 Richard Gallot, Jr.						21,664,595						230,558						13,052						4,598,243
08 Stacey Goff						16,412,830						5,096,156						399,219						4,598,243
09 Michael Jones						20,954,216						930,042						23,947						4,598,243
10 Gary Luffey						21,590,288						307,972						9,945						4,598,243
11 Farrell Malone						21,471,256						424,593						12,356						4,598,243
12 Drake Mills						21,598,261						303,190						6,754						4,598,243
13 Lori Sirman						21,612,686						264,510						31,009						4,598,243
14 Elizabeth Solender						21,385,227						509,826						13,152						4,598,243
15 Steven Taylor						21,703,944						195,215						9,046						4,598,243

Proposal 2 - Approve the Origin Bancorp, Inc. Omnibus Incentive Plan.

For						Against						Abstain						Broker Non-Vote
20,980,825						907,126						20,254						4,598,243

Proposal 3 - Approve, on a non-binding advisory basis, the compensation of our named executive officers for 2023.

For						Against						Abstain						Broker Non-Vote
21,463,568						417,116						27,521						4,598,243

Proposal 4 - Ratify the appointment of FORVIS, LLP, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

For						Against						Abstain						Broker Non-Vote
26,308,001						179,620						18,827						—

---

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 thereunto duly authorized.

Dated: April 26, 2024						ORIGIN BANCORP, INC.
						By: /s/ William J. Wallace, IV
						William J. Wallace, IV
						Senior Executive Officer and Chief Financial Officer