NELNET INC 8-K

What Happened

• Nelnet, Inc. filed an 8-K on May 18, 2026 reporting the results of its annual meeting held May 14, 2026. Shareholders elected three Class III directors—Kathleen A. Farrell, David S. Graff and Thomas E. Henning—to serve through the 2029 annual meeting. The meeting also ratified KPMG LLP as auditor and approved amendments to the Directors Stock Compensation Plan to allow directors of Nelnet Bank Inc. (and successors) to participate. An advisory "say-on-pay" vote for named executive officer compensation was also approved.

Key Details

• Director election vote totals:
  • Kathleen A. Farrell: 119,552,837 for; 4,143,228 against; 6,492 abstain; 1,665,285 broker non-votes.
  • David S. Graff: 123,079,587 for; 615,710 against; 7,260 abstain; 1,665,285 broker non-votes.
  • Thomas E. Henning: 123,276,581 for; 418,684 against; 7,292 abstain; 1,665,285 broker non-votes.
• Auditor ratification: KPMG LLP ratified with 125,269,425 for; 79,209 against; 19,208 abstain.
• Directors Stock Compensation Plan amendment approved: 123,605,335 for; 67,904 against; 29,318 abstain (1,665,285 broker non-votes).
• Advisory vote on executive compensation passed: 123,485,112 for; 184,566 against; 32,879 abstain (1,665,285 broker non-votes).

Why It Matters

• The election results maintain board continuity through 2029, which affects oversight and strategic direction.
• Ratifying KPMG keeps continuity in external audit oversight, relevant for financial reporting and investor confidence.
• Approving the stock plan amendment extends director compensation eligibility to Nelnet Bank directors, which can affect governance and incentive alignment at the bank-level.
• The advisory approval of executive compensation signals shareholder support for the company's pay practices as disclosed in the proxy.