TOOTSIE ROLL INDUSTRIES INC 8-K

What Happened
Tootsie Roll Industries, Inc. filed an 8-K on May 11, 2026 reporting the results of its Annual Meeting of Shareholders held May 6, 2026. All six director nominees were elected to the board: Ellen R. Gordon, Virginia L. Gordon, Lana Jane Lewis-Brent, Karen G. Mills, Michael A. Chodos, and Paula M. Wardynski. Shareholders also ratified Grant Thornton LLP as the company’s independent registered public accounting firm for 2026 and approved the advisory vote on executive compensation for fiscal 2025.

Key Details

• Directors elected (vote totals):
  • Ellen R. Gordon — 340,344,987 for; 5,047,407 withheld; 3,041,154 broker non-votes.
  • Virginia L. Gordon — 340,634,747 for; 4,757,647 withheld; 3,041,154 broker non-votes.
  • Lana Jane Lewis-Brent — 337,645,235 for; 7,747,159 withheld; 3,041,154 broker non-votes.
  • Karen G. Mills — 340,952,078 for; 4,440,316 withheld; 3,041,154 broker non-votes.
  • Michael A. Chodos — 341,171,309 for; 4,221,085 withheld; 3,041,154 broker non-votes.
  • Paula M. Wardynski — 340,760,932 for; 4,631,462 withheld; 3,041,154 broker non-votes.
• Auditor ratified: Grant Thornton LLP — 343,765,144 for; 4,601,904 against; 66,500 abstentions; 0 broker non-votes.
• Say-on-pay approved (advisory): 334,324,217 for; 10,913,870 against; 154,307 abstentions; 3,041,154 broker non-votes.

Why It Matters

• Board continuity: All six nominees were elected, preserving the company’s current board makeup and governance continuity.
• Audit continuity: Ratification of Grant Thornton LLP confirms shareholder support for the company’s chosen independent auditor for 2026, which affects financial reporting oversight.
• Executive pay signal: The advisory approval of executive compensation (say-on-pay) indicates majority shareholder support for the company’s 2025 pay practices; it is non-binding but important for governance and investor relations.

Filed by: Tootsie Roll Industries, Inc. (8-K signed May 11, 2026).