INTEST CORP 8-K

What Happened

• InTest Corporation (INTT) filed an 8-K reporting the results of its June 17, 2026 Annual Meeting of Stockholders. As of the April 20, 2026 record date there were 12,548,356 shares outstanding and 9,494,132 shares (in person or by proxy) were represented, constituting a quorum.
• All five director nominees were elected. Vote totals for each nominee were: Steven J. Abrams — 6,357,910 for / 1,083,857 withheld (2,052,365 broker non-votes); Jeffrey A. Beck — 7,301,009 for / 140,758 withheld (2,052,365 broker non-votes); Joseph W. Dews IV — 7,297,086 for / 144,681 withheld (2,052,365 broker non-votes); Karl E. Johnsen — 7,318,264 for / 123,503 withheld (2,052,365 broker non-votes); Richard Rogoff — 7,333,191 for / 108,576 withheld (2,052,365 broker non-votes).
• Shareholders approved Amendment No. 1 to the InTest Corporation 2023 Stock Incentive Plan (6,760,213 for; 283,087 against; 398,467 abstained; 2,052,365 broker non-votes).
• RSM US LLP was ratified as InTest’s independent registered public accounting firm for fiscal 2026 (9,394,702 for; 97,639 against; 1,791 abstained).
• The advisory "say-on-pay" vote for named executive officer compensation was approved (6,116,432 for; 659,032 against; 666,303 abstained; 2,052,365 broker non-votes).

Key Details

• Record date and shares outstanding: 12,548,356 (April 20, 2026).
• Shares represented at meeting (quorum): 9,494,132.
• Director elections: five nominees elected with between ~6.36M and ~7.33M "for" votes each.
• Major governance votes: stock plan amendment approved (6.76M for); auditor ratified (9.39M for); advisory executive compensation approved (6.12M for).

Why It Matters

• Board continuity: Election of all five nominees maintains the board composition approved by shareholders, which affects strategic oversight and governance.
• Equity plan approval: Amendment to the 2023 Stock Incentive Plan could affect future equity awards and dilution; investors should review plan details in company filings for potential impact.
• Audit continuity and governance signals: Ratifying RSM US LLP confirms the company’s auditor for 2026. The advisory "say-on-pay" passed but showed substantial opposition and abstentions, information investors may watch as a signal of shareholder sentiment on executive pay.