(Exact name of registrant as specified in its charter)
Delaware
001-42524
66-1076867
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
200 South Park Road, Suite 350 Hollywood, Florida33021
(Address of principal executive offices and zip code)
(954) 495-2112
(Registrant’s telephone number, including area code)
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
Name of each exchange on which registered
Common stock, par value $0.0001 per share
TIC
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.
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 July 1, 2026, TIC Solutions, Inc. (the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the (i) election of eleven director nominees (Proposal No. 1), (ii) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2) and the approval, on an advisory basis, of the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (Proposal No. 3). The results of the votes are set forth below.
Proposal No. 1—Election of Directors
The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the Company’s 2027 Annual Meeting of Stockholders and, in each case, until his or her successor is duly elected and qualified, or such nominee’s earlier death, removal or resignation.
For
Against
Abstain
Broker Non-Vote
Robert A E. Franklin
140,252,152
700,820
38,857
21,187,907
Sir Martin E. Franklin
138,094,713
2,867,903
29,213
21,187,907
Antoinette C. Bush
140,522,375
328,970
140,484
21,187,907
Rory Cullinan
140,161,626
703,750
126,453
21,187,907
Elizabeth Meloy Hepding
140,335,010
516,364
140,455
21,187,907
Benjamin Heraud
140,676,132
289,062
26,635
21,187,907
Peter Hochfelder
140,284,062
580,624
127,143
21,187,907
James E. Lillie
126,403,427
14,526,110
62,292
21,187,907
Talman Pizzey
140,568,548
396,556
26,725
21,187,907
Byron Roth
139,968,591
141,876
881,362
21,187,907
Dickerson Wright
136,897,328
4,068,892
25,609
21,187,907
Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
For
Against
Abstain
151,810,085
10,263,809
105,842
Proposal No. 3—Advisory Vote on The Frequency of Future Advisory Votes to Approve Executive Compensation
The stockholders approved, on advisory basis, the frequency of every 1 year for future advisory votes to approve the compensation of the Company’s named executive officers.
1 Year
2 Years
3 Years
Abstain
Broker Non-Vote
118,200,122
409,411
1,543,471
3,204
21,187,907
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.