LINDBLAD EXPEDITIONS HOLDINGS, INC. 8-K

What Happened

• Lindblad Expeditions Holdings, Inc. (LIND) filed an 8-K reporting the results of its 2026 Annual Meeting held June 10, 2026. As of the record date (April 14, 2026) there were 65,499,714 shares outstanding and entitled to vote; 55,003,818 shares were represented in person or by proxy (a quorum).
• Stockholders elected four Class B directors — L. Dyson Dryden, John M. Fahey, Catherine B. Reynolds and Andy Stuart — to terms expiring in 2029. Stockholders also approved, on an advisory basis, the 2025 executive compensation disclosure, and ratified Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.

Key Details

• Record and participation: 65,499,714 shares outstanding; 55,003,818 shares (quorum) voted or represented.
• Director election vote totals:
  • L. Dyson Dryden: For 49,060,918; Withheld 1,212,286; Broker non-votes 4,730,614
  • John M. Fahey: For 46,868,482; Withheld 3,404,722; Broker non-votes 4,730,614
  • Catherine B. Reynolds: For 48,763,972; Withheld 1,509,232; Broker non-votes 4,730,614
  • Andy Stuart: For 49,224,600; Withheld 1,048,604; Broker non-votes 4,730,614
• Advisory vote on executive compensation: For 49,151,958; Against 1,001,352; Abstain 119,891; Broker non-votes 4,730,617.
• Auditor ratification (Ernst & Young LLP for FY2026): For 54,340,611; Against 289,065; Abstain 374,142.

Why It Matters

• Board composition and governance: The election of the four Class B directors secures board continuity through 2029 and reflects shareholder support levels for each director candidate.
• Executive pay and oversight: The advisory approval of 2025 executive compensation signals shareholder acceptance of the disclosed pay practices (note: advisory votes are non-binding).
• Audit oversight: Ratification of Ernst & Young LLP confirms continuation of the company’s independent auditor for fiscal 2026, which matters for financial reporting and controls.

Keywords: annual meeting, director elections, advisory vote, executive compensation, auditor ratification, Lindblad Expeditions.