ASTRONICS CORP 8-K

What Happened
Astronics Corporation (filed May 28, 2026) held its 2026 Annual Meeting of Shareholders on May 28, 2026 and reported the voting results. Shareholders voted on election of the Board of Directors, ratification of Ernst & Young LLP as auditor, a non-binding advisory vote on executive compensation, and adoption of the Astronics Corporation 2026 Long Term Incentive Plan (2026 LTIP) and the 2026 Employee Stock Purchase Plan (ESPP). Common shares and Class B shares voted together as one class (common = 1 vote; Class B = 10 votes). All director nominees were elected.

Key Details

• Board election: all nominees were elected. Vote totals ranged from 46,089,334 votes for (Neil Y. Kim) down to 35,331,124 votes for (Mark Moran), with corresponding withheld votes (e.g., Moran had 11,053,810 withheld). There were 5,512,038 broker non-votes on director elections.
• Auditor ratification: Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal 2026 — For: 51,289,688; Against: 523,194; Abstain: 84,090; no broker non-votes.
• Advisory vote on executive compensation: passed on a non-binding basis — For: 44,813,274; Against: 1,366,153; Abstain: 205,507; Broker non-votes: 5,512,038.
• Equity plan approvals: 2026 LTIP adopted (For: 42,885,555; Against: 3,344,537; Abstain: 154,842; broker non-votes: 5,512,038). 2026 ESPP adopted (For: 46,218,739; Against: 146,323; Abstain: 19,872; broker non-votes: 5,512,038).

Why It Matters
These results confirm shareholder support for Astronics’ board and its governance actions for fiscal 2026. Ratification of EY maintains continuity in auditing. Passage of the 2026 LTIP and ESPP authorizes new equity awards and an employee purchase plan, which can affect future share dilution and executive/employee incentives. The advisory "say-on-pay" vote passed, indicating shareholder approval of the disclosed executive compensation.