Embecta Corp. 8-K

What Happened
Embecta Corp. announced the final voting results from its Annual Meeting of Stockholders held February 11, 2026. All seven director nominees were elected to one‑year terms. Stockholders also ratified Ernst & Young LLP as Embecta’s independent registered public accounting firm for fiscal 2026, approved the advisory (non‑binding) vote on executive compensation, and approved an amendment to the company’s 2022 Employee and Director Equity‑Based Compensation Plan.

Key Details

• All seven board nominees were elected; examples of vote totals: Carrie L. Anderson (For: 47,769,322; Against: 693,720), Robert J. Hombach (For: 48,372,760; Against: 99,877), and Christopher R. Reidy (For: 45,774,127; Against: 2,703,053). Broker non‑votes: 4,679,180.
• Ernst & Young LLP ratified as auditor: For 53,083,728; Against 55,489; Abstain 66,476.
• Advisory approval of named executive officer compensation (say‑on‑pay): For 47,665,209; Against 786,816; Abstain 74,488; Broker non‑votes 4,679,180.
• Amendment to the 2022 Equity‑Based Compensation Plan approved: For 41,396,703; Against 7,034,781; Abstain 95,029; Broker non‑votes 4,679,180.

Why It Matters
These results confirm board continuity and retention of Embecta’s independent auditor, both governance items investors watch closely. The say‑on‑pay passed on a non‑binding basis, while the equity‑plan amendment received notable opposition (over 7 million votes against), which may signal some shareholder concern about equity dilution or compensation practices. The vote totals, including roughly 4.68 million broker non‑votes on director and compensation items, provide a clear record of shareholder sentiment for management and the board.