DIRTT ENVIRONMENTAL SOLUTIONS LTD 8-K

What Happened

• DIRTT Environmental Solutions Ltd (DRTTF) filed an 8-K disclosing the results of its Annual General Meeting held on May 7, 2026. Shareholders elected eight directors, approved the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal 2026, approved a non‑binding advisory “Say-on-Pay” vote, and voted to hold future say-on-pay votes every two years.

Key Details

• Directors elected: Douglas Edwards; Jeremy Gold; Holly Hess Groos; Shalima Pannikode; Scott Robinson; Scott Ryan; Benjamin Urban; Adrian Zarate. Vote support for nominees ranged from ~97.4% to ~99.9% (example: Douglas Edwards 149,655,012 votes for, 99.89%).
• Appointment of auditor: PricewaterhouseCoopers LLP approved with 164,863,519 votes for (99.91%) and 148,045 withheld (0.09%).
• Say-on-Pay: Advisory approval received 142,254,909 votes for (94.95%), 865,485 against (0.58%), and 6,699,018 abstentions (4.47%); broker non-votes: 15,192,149.
• Frequency vote: Shareholders selected a two‑year frequency for future advisory votes on executive compensation with 128,854,465 votes (86.01%). The Board will hold biennial say-on-pay votes accordingly.
• The company furnished a press release about the meeting as Exhibit 99.1 to the Form 8-K.

Why It Matters

• For investors, these results confirm continuity in DIRTT’s board and its external audit relationship (PwC) for 2026, and show strong shareholder support for the company’s executive compensation approach. The decision to hold advisory say-on-pay votes every two years changes the cadence of future shareholder feedback on pay from annual to biennial, which affects how often executive compensation policies will be formally reviewed by shareholders.