DARLING INGREDIENTS INC. 8-K

What Happened Darling Ingredients Inc. (DAR) filed an 8-K on May 8, 2026 reporting the results of its annual stockholders meeting held May 7, 2026. Stockholders elected the company's Board of Directors (all nominees received a majority of votes) and voted on three proposals: ratification of KPMG LLP as auditor for fiscal 2026, an advisory vote to approve executive compensation, and approval of the Company’s 2026 Omnibus Incentive Plan.

Key Details

• Board election results (For / Against / Abstentions / Broker non-votes = 6,344,419):
  • Randall C. Stuewe: 123,309,638 / 7,876,807 / 34,897
  • Charles Adair: 110,259,738 / 20,540,764 / 420,840
  • Robert Aspell: 130,218,275 / 962,912 / 40,155
  • Larry A. Barden: 127,456,029 / 3,727,748 / 37,565
  • Celeste A. Clark: 128,480,880 / 2,699,359 / 41,103
  • Linda Goodspeed: 120,542,969 / 9,990,408 / 687,965
  • Enderson Guimaraes: 130,208,639 / 931,319 / 81,384
  • Randy L. Hill: 130,626,175 / 555,051 / 40,116
  • Soren Schroder: 130,402,883 / 780,200 / 38,259
  • Kurt Stoffel: 130,623,349 / 556,999 / 40,994
• Auditor ratification: KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending January 2, 2027 (For: 126,823,697; Against: 10,700,222; Abstain: 41,842).
• Advisory vote on executive compensation: Passed (For: 125,524,154; Against: 5,431,099; Abstain: 266,089; Broker non-votes: 6,344,419).
• 2026 Omnibus Incentive Plan: Approved by shareholders (For: 127,451,650; Against: 3,637,563; Abstain: 132,129; Broker non-votes: 6,344,419).

Why It Matters The filing confirms the company’s board composition and shows shareholder support for management’s agenda. The advisory approval of executive compensation signals majority investor backing (non-binding), while shareholder approval of the 2026 Omnibus Incentive Plan authorizes the company to grant equity- and cash-based awards under that plan going forward. Ratification of KPMG as auditor completes the governance items investors watch for when assessing oversight and financial reporting continuity.