0001437958FALSE00014379582025-05-282025-05-28

 

Date of Report (Date of earliest event reported):  May 28, 2025

(Exact name of registrant as specified in its charter)

5415 Evergreen Way, Everett, Washington 98203

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (425) 257-9000

(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:

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

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. ⃞ Coastal Financial Corporation (the "Company") held its 2025 annual meeting of shareholders (the "Annual Meeting") on May 28, 2025.

Present at the Annual Meeting in person or by proxy were holders of 12,458,152 shares of Company common stock representing approximately 83% of the voting power of the shares of common stock of the Company as of the close of business on March 19, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The final results for each of the matters submitted to a vote of the shareholders at the Annual Meeting are as follows:

1.The following individuals were elected as directors of the Company. Christopher D. Adams, Stephan Klee and Thomas D. Lane to the class of Directors to serve for a term of three years until the 2028 annual meeting of shareholders and Steven D. Hovde to the class of Directors to serve for a term of one year until the 2026 annual meeting of shareholders, or until their successors are elected and qualified, by the following vote:

2.The advisory non-binding vote on executive compensation paid to our named executive officers was approved by the shareholders by the following vote:

3.The Second Amendment to the Coastal Financial Corporation 2018 Omnibus Incentive Plan, including an increase in the number of authorized shares under the 2018 Plan was approved by the following vote:

4.The the Amended and Restated Bylaws of Coastal Financial Corporation was approved by the following vote:

There were 929,201 broker non-votes on the proposal.

5.The selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the shareholders by the following vote:

There were no broker non-votes on the proposal.

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.