UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_______________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 23, 2025 (June 18, 2025)

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National Vision Holdings, Inc.

(Exact name of registrant as specified in its charter)

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001-38257

(Commission file number)

Delaware

46-4841717

(State or other jurisdiction of
incorporation)

(IRS Employer
Identification No.)

2435 Commerce Ave.

Building 2200

30096

Duluth,

Georgia

(Zip Code)

(Address of principal executive offices)

(770) 822‑3600

(Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

EYE

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2025, National Vision Holdings, Inc. (“National Vision” or the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The matters submitted to stockholders at the Annual Meeting and the voting results are as follows:

Proposal 1: Election of Directors

Stockholders elected eight director nominees to hold office for terms expiring at the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified.


Nominee	For	Against	Abstained	Broker Non-Votes
Jose Armario	67,146,040	414,711	190,473	4,927,739
L. Reade Fahs	67,387,156	348,713	15,355	4,927,739
Virginia A. Hepner	67,124,055	611,418	15,751	4,927,739
Susan Somersille Johnson	67,111,281	620,638	19,305	4,927,739
Naomi Kelman	66,893,291	841,305	16,628	4,927,739
James M. McGrann	67,619,137	114,053	18,034	4,927,739
Michael J. Nicholson	67,702,934	30,348	17,942	4,927,739
Susan O’Farrell	67,385,683	349,768	15,773	4,927,739
D. Randolph Peeler	66,651,015	1,084,451	15,758	4,927,739
Caitlin Zulla	67,613,018	120,279	17,927	4,927,739

Proposal 2: Advisory Vote on Executive Compensation

Stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers.


For	Against	Abstained	Broker Non-Votes
65,650,189	2,041,525	59,510	4,927,739

Proposal 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025.


For	Against	Abstained
71,647,333	976,880	54,750

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

National Vision Holdings, Inc.

Date: June 23, 2025

By:

/s/ Jared Brandman

Name:

Jared Brandman

Title:

Chief Legal & Strategy Officer, Corporate Secretary

National Vision Holdings, Inc. 8-K