WEIS MARKETS INC 8-K

What Happened

• Weis Markets, Inc. filed an 8-K reporting the results of its Annual Meeting of Shareholders held April 30, 2026 in Sunbury, PA. All five director nominees were elected and will serve until the next annual meeting or until successors qualify. Shareholders also ratified RSM US LLP as the independent registered public accounting firm and approved advisory votes on executive compensation and the frequency of future advisory votes.
• Directors elected: Jonathan H. Weis (For: 18,535,422; Withheld: 2,655,872; Broker non-votes: 1,453,230), Harold G. Graber (For: 14,749,147; Withheld: 6,442,147; Broker non-votes: 1,453,230), Dennis G. Hatchell (For: 20,859,519; Withheld: 331,774; Broker non-votes: 1,453,230), Edward J. Lauth, III (For: 20,665,254; Withheld: 526,029; Broker non-votes: 1,453,240), Gerrald B. Silverman (For: 20,374,579; Withheld: 816,715; Broker non-votes: 1,453,230).
• Audit firm ratification: RSM US LLP ratified as auditor (For: 22,554,088; Against: 75,968; Abstain: 14,467).
• Advisory pay votes: Say-on-pay approved (For: 19,063,321; Against: 2,106,873; Abstain: 21,096; Broker non-votes: 1,453,233). Shareholders voted to hold future advisory votes on executive compensation every three years (Every 3 Years: 12,602,848 vs Every 1 Year: 8,569,433 and Every 2 Years: 8,360); the company will follow the three-year frequency.

Key Details

• Meeting date and place: April 30, 2026, 10:00 a.m. EDT, 1000 South Second Street, Sunbury, PA.
• Number of director nominees elected: 5 (names and vote counts listed above).
• Auditor ratification: RSM US LLP approved with 22,554,088 votes in favor.
• Say-on-pay: Advisory approval with ~19.1M votes for and ~2.1M votes against; frequency set to every three years.

Why It Matters

• Board continuity: Election of all five nominees keeps the current board in place, which affects governance and strategic oversight.
• Auditor confirmation: Ratifying RSM US LLP provides continuity in financial reporting and audit oversight for fiscal 2026.
• Shareholder sentiment on pay: The advisory approval for executive compensation and the adopted three-year frequency are non-binding but signal majority shareholder support for the company’s pay practices and the cadence of future votes. Significant, but minority, opposition on some director votes and on say-on-pay provides useful context for investor assessment of governance.