FASTENAL CO 8-K

What Happened
Fastenal Company (FAST) filed an 8-K on April 24, 2026 reporting results of its April 23, 2026 annual meeting in Winona, Minnesota. As of the record date there were 1,148,328,513 shares outstanding, and 1,055,737,147 shares were represented at the meeting (quorum present). All eleven nominated directors were elected to the board. Shareholders also ratified PricewaterhouseCoopers LLP as the independent auditor and approved two equity compensation plans; a shareholder proposal requesting an EEO‑1 disclosure policy was not adopted.

Key Details

• Shares outstanding (record date): 1,148,328,513; shares represented at meeting: 1,055,737,147.
• Directors: all 11 nominees elected (examples of vote tallies: Scott A. Satterlee — For 881,890,335; Brady D. Ericson — For 931,052,248). There were 119,411,988 broker non‑votes on director and some other proposals.
• Auditor ratification: PricewaterhouseCoopers LLP ratified (For 1,053,383,717; Against 1,233,639; Abstain 1,119,791).
• Compensation and plans: Advisory “say‑on‑pay” passed (For 831,817,569; Against 102,483,487). Fastenal Employee RSU Plan approved (For 904,584,327); Non‑Employee Director Stock & RSU Plan approved (For 919,667,718).
• Shareholder proposal on EEO‑1 report disclosure failed (For 203,889,257; Against 680,787,660; Abstain 51,648,242).

Why It Matters
The results confirm the board’s composition and continuity of governance (all incumbents elected) and keep PricewaterhouseCoopers as auditor, which maintains auditor continuity. Approval of the two equity plans allows the company to issue restricted stock units to employees and non‑employee directors per the newly approved plans, which can affect dilution and executive/director compensation structure. The failure of the EEO‑1 disclosure proposal indicates shareholders did not support that specific additional public reporting requirement at this time.