Pattern Group Inc. 8-K

What Happened Pattern Group Inc. (PTRN) filed an 8-K reporting the results of its Annual Meeting of Stockholders held on May 15, 2026. A quorum was present. Stockholders elected company directors, ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, approved the advisory Say-on-Pay vote on executive compensation, and voted to hold Say-on-Pay votes every year.

• Outstanding and present shares: 155,063,921 shares of Series A common stock and 21,702,510 shares of Series B common stock were outstanding and entitled to vote. 132,951,619 Series A shares and all 21,702,510 Series B shares were present or represented, constituting a quorum.
• Director elections: Scott Hilton and Ann Mather were elected to three-year terms ending at the 2029 annual meeting.
• Auditor ratification and advisory votes: Deloitte & Touche LLP was ratified as auditor; the Say-on-Pay advisory vote and an annual Say-on-Pay frequency were both approved.

Key Details

• Quorum: 132,951,619 Series A shares and 21,702,510 Series B shares present.
• Director election votes:
  • Scott Hilton — For: 547,477,098; Withheld: 6,160,366; Broker Non-Votes: 13,364,355.
  • Ann Mather — For: 551,390,382; Withheld: 2,247,082; Broker Non-Votes: 13,364,355.
• Auditor ratification: Deloitte & Touche LLP ratified — For: 566,940,619; Against: 35,843; Abstain: 25,357.
• Say-on-Pay (advisory): For: 553,516,618; Against: 95,519; Abstain: 25,327; Broker Non-Votes: 13,364,355.
• Say-on-Frequency: "Every year" selected — Every Year: 553,466,608; Every Two Years: 24,136; Every Three Years: 134,377; Abstain: 12,343; Broker Non-Votes: 13,364,355.
• Form 8-K signed by Ben Craven, General Counsel, dated May 21, 2026.

Why It Matters

• Corporate governance: The election of directors maintains the board composition approved by shareholders and confirms management continuity through 2029 for those seats.
• Financial oversight: Ratifying Deloitte as the independent auditor finalizes the firm responsible for auditing 2026 financials, which matters for financial reporting and investor confidence.
• Executive pay oversight: The advisory Say-on-Pay passed and shareholders chose annual advisory votes, signaling shareholder support for the company's disclosed executive compensation approach and establishing yearly reviews. Broker non-votes on some matters indicate certain votes were not cast by brokers on behalf of shareholders without instructions.