RB GLOBAL INC. 8-K

What Happened

• RB Global, Inc. announced the results of its annual and special shareholders meeting held on April 30, 2026. All ten board nominees were elected to one-year terms. Shareholders approved several corporate governance items and the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm. A shareholder proposal to require all shareholder meetings be held in hybrid (in-person and virtual) format was rejected.

Key Details

• Meeting date: April 30, 2026; 8-K filed May 1, 2026.
• Board size set to ten directors: Special resolution approved — For: 169,477,233; Withheld: 48,029; Abstain: 57,299.
• Directors elected (each for one-year terms). Example vote counts:
  • Robert G. Elton: For 162,599,041; Withheld 4,124,150; Broker non-votes 2,859,370.
  • Carol M. Stephenson: For 163,742,969; Withheld 2,980,222; Broker non-votes 2,859,370.
  • (All ten nominees elected; others received between ~164.9M–166.6M For votes with varying withheld votes.)
• Ernst & Young LLP appointment approved and audit committee authorized to fix remuneration — For: 169,493,682; Withheld: 24,633; Abstain: 64,246.
• “Say on Pay” (advisory vote on executive compensation) approved — For: 158,806,878; Against: 7,713,890; Abstain: 202,423; Broker non-votes: 2,859,370.
• Special resolution to empower directors to set board size within limits approved — For: 168,557,096; Against: 948,089; Abstain: 77,376.
• Shareholder proposal to require all shareholder meetings be hybrid was rejected — For: 57,913,976; Against: 108,715,491; Abstain: 93,724; Broker non-votes: 2,859,370.

Why It Matters

• The election of all ten nominees and approval of auditor and executive compensation measures confirm board continuity and give the board authority to govern near-term corporate strategy. The rejection of the hybrid-meeting proposal means the company is not required to change meeting format. These outcomes affect governance, oversight and investor expectations without altering financial results.