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): ~~February~~March 2513, 2026

HEICO CORPORATION

(Exact name of registrant as specified in its charter)


Florida	001-04604	65-0341002
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3000 Taft Street, Hollywood, Florida 33021 ~~(Address of Principal Executive Offices) (Zip Code)~~

(~~954)~~Address ~~987-4000~~of ~~(Registrant's~~Principal ~~telephone~~Executive ~~number,~~Offices) ~~including~~(Zip ~~area code~~Code)

(954) 987-4000

(Registrant's telephone number, including area code)

(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, $.01 par value per share

HEI

New York Stock Exchange

Class A Common Stock, $.01 par value per share

HEI.A

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 25.~~02.~~07 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

~~On February 25, 2026,~~ HEICO Corporation (the "Company") ~~issued~~held aits ~~press~~Annual ~~release~~Meeting ~~announcing~~of ~~its~~Shareholders ~~results~~on ofFriday, ~~operations~~March 13, ~~for~~2026. The ~~the~~shareholders ~~three~~voted ~~months~~on ~~ended~~three ~~January 31~~proposals, ~~2026. A~~each ~~copy~~ of ~~the~~which ~~press~~is ~~release~~described isin ~~furnished~~more asdetail ~~Exhibit~~in ~~99.1~~the toCompany’s ~~this~~definitive ~~Current~~proxy ~~Report~~statement filed on ~~Form~~January 30, ~~8-K~~2026.

~~The~~Only ~~information~~holders ~~furnished~~of ~~pursuant~~record toof ~~this~~HEICO ~~Item~~Common ~~2.02~~Stock, ~~including Exhibit 99~~$0.1,01 ~~shall~~par ~~not~~value beper ~~deemed~~share (“~~filed~~Common Stock”), ~~for~~and ~~purposes~~Class ofA ~~Section~~Common 18Stock, of$0.01 ~~the~~par ~~Securities~~value ~~Exchange~~per ~~Act~~share ~~of 1934~~ (~~the~~ “~~Exchange~~Class ~~Act~~A Common Stock”), oras ~~otherwise~~of ~~subject~~the toclose ~~the~~of ~~liabilities~~business ~~under~~on ~~that~~January ~~Section~~16, ~~and~~2026 ~~shall~~(the ~~not~~record bedate) ~~deemed~~were entitled to bevote ~~incorporated~~at bythe ~~reference~~Annual ~~into~~Meeting. On ~~any~~that ~~filing~~date, ofthere ~~the~~were ~~Company~~outstanding ~~under~~55,142,805 ~~the~~shares ~~Securities~~of ~~Act~~Common ofStock, ~~1933~~each orentitled ~~the~~to ~~Exchange~~one ~~Act~~vote, ~~except~~and as84,266,714 ~~shall~~shares beof ~~expressly~~Class ~~set~~A ~~forth~~Common byStock, ~~specific~~each ~~reference~~entitled into ~~such~~1/10th ~~filing~~vote per share.

~~Item~~Proposal ~~9.01.~~1: Proposal ~~Financial~~to ~~Statements~~Elect ~~and Exhibits.~~Directors

~~(d)~~The ~~Exhibits~~Company’s shareholders elected all nine director nominees to serve until the next annual meeting of shareholders or until a successor is elected and qualified. The result of the vote is set forth in the table below:

Exhibit	Description
Director	For	Against	Abstain	Broker Non-Votes
99.1	Press release dated February 25, 2026
Nanda Kumar Cheruvatath	53,436,242	454,904	42,431	4,015,763
104	Cover Page Interactive Data File (embedded within the inline XBRL document)
Thomas M. Culligan	52,983,400	906,704	43,473	4,015,763
Carol F. Fine	53,241,774	649,975	41,828	4,015,763
Adolfo Henriques	52,526,622	1,354,900	52,055	4,015,763
Mark H. Hildebrandt	39,673,122	14,173,077	87,378	4,015,763
Eric A. Mendelson	52,061,719	1,838,806	33,052	4,015,763
Victor H. Mendelson	52,061,640	1,841,981	29,956	4,015,763
Julie Neitzel	53,033,096	857,678	42,803	4,015,763
Dr. Alan Schriesheim	39,445,974	14,444,232	43,371	4,015,763

Proposal 2: Advisory Vote on Executive Compensation

The Company’s shareholders held a non-binding, advisory vote on executive compensation. The result of the vote is set forth in the table below:


For	Against	Abstain	Broker Non-Votes

48,957,609	4,907,408	68,560	4,015,763

Proposal 3: Ratification of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The result of the vote is set forth in the table below:


For	Against	Abstain

56,478,611	1,437,105	33,624

SIGNATURE

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.

		HEICO CORPORATION
Date:	~~February~~March 2517, 2026	By:	/s/ CARLOS L. MACAU, JR.
			Carlos L. Macau, Jr.Executive Vice President - Chief Financial Officer and Treasurer

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