FirstCash Holdings, Inc. 8-K

What Happened
FirstCash Holdings, Inc. (FCFS) held its Annual Meeting of Stockholders on June 9, 2026 and filed an 8-K reporting the voting results. Of 43,836,687 shares outstanding, 41,687,943 shares (95.09%) voted. Stockholders re-elected three director nominees, ratified RSM LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026, approved the advisory (non-binding) say-on-pay vote, and approved the company’s reincorporation to the State of Texas by conversion.

Key Details

• Total shares outstanding and eligible to vote: 43,836,687; shares voted: 41,687,943 (95.09%).
• Directors elected for three-year terms:
  • Daniel E. Berce — For 38,086,913; Withhold 2,304,333; Abstain 66,806; Broker non-votes 1,229,891.
  • Mikel D. Faulkner — For 36,396,145; Withhold 2,982,128; Abstain 1,079,779; Broker non-votes 1,229,891.
  • Randel G. Owen — For 34,543,697; Withhold 4,834,025; Abstain 1,080,330; Broker non-votes 1,229,891.
    (Other directors remain in office through 2027 or 2028 as noted in the filing.)
• Auditor ratification: RSM LLP ratified — For 40,547,565; Against 1,057,741; Abstain 82,637.
• Advisory approval of executive compensation (say-on-pay): For 38,790,782; Against 1,306,697; Abstain 360,573; Broker non-votes 1,229,891.
• Reincorporation to Texas approved: For 23,600,784; Against 16,811,631; Abstain 45,637; Broker non-votes 1,229,891.

Why It Matters

• The reincorporation vote is a significant corporate-structure decision: approval to convert to Texas changes the company’s legal domicile and the state law that governs certain corporate matters. Investors should watch for follow-up filings describing the conversion steps, timing, and any charter or bylaw amendments.
• The close margin on the reincorporation (roughly 58% for vs. 41% against of votes cast, excluding broker non-votes) and the against/withhold totals on certain director elections indicate meaningful shareholder dissent on governance issues for some holders.
• Ratification of RSM LLP and the passed advisory say-on-pay show majority support for the auditor and executive compensation, but the say-on-pay vote is non-binding and reflects investor sentiment that management will note in future governance discussions.

Filed by FirstCash on Form 8-K and signed June 9, 2026 (Brian D. Hostetler, SVP & Chief Accounting Officer).