PHINIA INC. 8-K

What Happened

• PHINIA Inc. filed an 8-K on May 28, 2026 reporting the voting results from its May 22, 2026 annual meeting of shareholders.
• All eight director nominees were elected to hold office until the next annual meeting. The company also reported that the advisory vote on executive compensation (“say-on-pay”) was approved and that Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2026.

Key Details

• Board elections: Eight nominees elected. Vote totals for nominees ranged roughly from 32.6 million to 33.06 million shares for, with Roger J. Wood receiving 32,624,479 votes for and 468,870 votes against. Broker non-votes: 2,011,831.
• Say-on-pay (advisory): For 32,277,398; Against 807,464; Abstentions 32,411; Broker non-votes 2,011,831.
• Auditor ratification: Deloitte & Touche LLP ratified as auditor for 2026 — For 34,885,528; Against 223,126; Abstentions 20,450; Broker non-votes 0.
• 8-K signed by Kelly A. Albin, General Counsel, on May 28, 2026.

Why It Matters

• The election results confirm board continuity and governance direction; one director (Roger J. Wood) drew noticeably higher opposition though he was elected.
• The approved advisory vote on executive compensation indicates shareholder support for the company’s named executive officer pay as presented (non-binding).
• Ratification of Deloitte as auditor finalizes the company’s independent accounting firm for 2026, an item investors commonly review for financial oversight and audit continuity.