Holley Inc. 8-K

What Happened Holley Inc. filed an 8-K reporting the results of its May 1, 2026 Annual Meeting of Stockholders. Stockholders elected directors (terms through the 2029 Annual Meeting), ratified Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal 2026, approved the company’s 2025 executive compensation on an advisory basis (Say-on-Pay), voted to hold future Say-on-Pay votes annually, and approved an amendment to the 2021 Omnibus Incentive Plan to increase the number of authorized shares available under the plan.

Key Details

• Director elections: James Coady — 59,291,243 votes for; 29,427,104 withheld; 13,807,879 broker non‑votes. Ginger Jones — 80,227,647 for; 8,490,700 withheld; 13,807,879 broker non‑votes. (All nominees elected to serve until the 2029 Annual Meeting.)
• Auditor ratified: Grant Thornton LLP ratified as independent registered public accounting firm — 102,496,490 for; 26,463 against; 3,273 abstentions.
• Say-on-Pay: Advisory approval of named executive officer compensation — 87,722,318 for; 988,039 against; 7,990 abstentions; 13,807,879 broker non‑votes.
• Incentive plan amendment approved: 2021 Omnibus Incentive Plan (First Amendment) to increase authorized shares — 61,003,367 for; 27,635,565 against; 79,415 abstentions; 13,807,879 broker non‑votes.
• Say-on-Pay frequency vote: stockholders chose annual votes — 60,811,227 for annual; 27,892,297 for every 3 years; 7,335 for every 2 years; 7,488 abstentions. The Board will continue annual advisory votes on executive compensation.

Why It Matters These outcomes confirm the company’s board composition and corporate governance approach for the next several years and maintain continuity with its independent auditor. Approval of the omnibus plan amendment increases the pool of shares available for equity awards, which can affect future executive and employee compensation and may lead to additional share-based dilution over time. The advisory Say-on-Pay approval and the decision to hold votes annually reduce proxied governance uncertainty in the near term.