Date of Report (Date of earliest event reported): May 28, 2026
PERIMETER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-41027
33-2098357
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
8000 Maryland Avenue, Suite 350
Clayton, Missouri63105
(Address of principal executive offices, including zip code)
(314) 396-7343
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
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 $0.0001 per share
PRM
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 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 May 28, 2026, Perimeter Solutions, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live audio webcast. At the Annual Meeting, the stockholders voted on (i) the election of eight director nominees for a one-year term (Proposal 1), (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), and (iii) the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026 (Proposal 3).
Proposal 1
The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the 2027 Annual Meeting of Stockholders or, in each case, until his or her successor is duly elected and qualified.
For
Against
Abstain
Broker Non-Vote
W. Nicholas Howley
121,989,074
15,152,296
4,446
11,322,610
William N. Thorndike, Jr.
123,973,756
12,576,047
596,013
11,322,610
Haitham Khouri
136,227,039
898,148
20,629
11,322,610
Tracy Britt Cool
81,334,482
55,806,283
5,052
11,322,610
Sean Hennessy
121,153,508
15,971,780
20,529
11,322,610
Robert S. Henderson
116,878,371
20,247,350
20,096
11,322,610
Bernt Iversen II
106,853,150
30,271,634
21,033
11,322,610
Jorge L. Valladares III
135,313,069
1,798,521
34,226
11,322,610
Proposal 2
The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
For
Against
Abstain
Broker Non-Vote
135,811,367
1,314,007
20,442
11,322,610
Proposal 3
The stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026.
For
Against
Abstain
Broker Non-Vote
148,255,291
12,597
200,538
—
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.