Hyliion Holdings Corp. 8-K

What Happened
Hyliion Holdings Corp. filed a Form 8‑K on May 19, 2026 reporting the results of its 2026 Annual Meeting of Stockholders. Stockholders elected three Class III directors (Rodger Boehm, Mary Gustanski and Robert Knight, Jr.) to serve through the 2029 Annual Meeting, ratified Grant Thornton LLP as the company’s independent registered public accounting firm for the 2026 fiscal year ended December 31, 2026, approved the advisory “Say on Pay,” and approved an amendment to the Hyliion Holdings Corp. 2024 Equity Incentive Plan.

Key Details

• Election of Class III directors (term through 2029):
  • Rodger Boehm — For: 76,995,427; Withhold: 4,491,490; Broker non‑votes: 48,012,672.
  • Mary Gustanski — For: 76,914,906; Withhold: 4,572,011; Broker non‑votes: 48,012,672.
  • Robert Knight, Jr. — For: 76,409,910; Withhold: 5,077,007; Broker non‑votes: 48,012,672.
• Ratification of auditor (Grant Thornton LLP): For: 128,399,016; Against: 794,022; Abstain: 306,551.
• Advisory vote on executive compensation (“Say on Pay”): For: 76,638,179; Against: 4,601,903; Abstain: 246,835; Broker non‑votes: 48,012,672.
• Amendment to 2024 Equity Incentive Plan: For: 72,466,721; Against: 8,607,662; Abstain: 412,534; Broker non‑votes: 48,012,672.

Why It Matters
These results confirm board continuity and investor approval of Hyliion’s governance and compensation direction for the near term. Ratifying Grant Thornton LLP as auditor establishes the firm that will oversee Hyliion’s 2026 financial audits and reporting. The advisory Say on Pay passed, indicating majority shareholder support for executive compensation; the equity plan amendment was also approved and may permit additional equity grants (the 8‑K reports the approval but not the amendment’s detailed terms). Note the sizable number of broker non‑votes (48,012,672) on several items, which reflects shares held through brokers where clients did not vote and can affect the effective voting outcome on non‑routine proposals.