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ACCO Brands (NYSE: ACCO) investors approve 4.1M-share incentive plan expansion

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ACCO Brands Corporation reported results of its 2026 annual meeting. Stockholders approved a third amendment to the 2022 Incentive Plan, adding 4,100,000 shares available for future equity awards and eliminating fungible share counting for new grants.

All nine director nominees were elected for one-year terms. Stockholders ratified KPMG LLP as independent auditor for 2026 and approved, on a non-binding basis, executive compensation. The incentive plan amendment itself was also approved by stockholders following the proxy proposal.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incentive plan share increase 4,100,000 shares Additional shares available for future grants under 2022 Incentive Plan
Auditor ratification For votes 79,491,039 votes Ratification of KPMG LLP as 2026 independent auditor
Auditor ratification Against votes 1,333,465 votes Ratification of KPMG LLP as 2026 independent auditor
Say-on-pay For votes 59,136,827 votes Non-binding advisory vote on executive compensation
Incentive plan amendment For votes 49,638,543 votes Approval of amendment to 2022 Incentive Plan
Incentive plan amendment Against votes 16,875,041 votes Approval of amendment to 2022 Incentive Plan
Director nominee highest For votes 65,649,677 votes For votes for director nominee Ron Lombardi
Incentive Plan financial
"approved the third amendment to the 2022 ACCO Brands Corporation Incentive Plan"
fungible share counting financial
"to increase the number of shares available for future grants ... and to eliminate the fungible share counting ratio"
broker non-vote regulatory
"For | Against | Abstain | Broker Non-Vote"
non-binding advisory vote regulatory
"The approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm regulatory
"the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2026

 

 

ACCO Brands Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-08454

36-2704017

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Four Corporate Drive

 

Lake Zurich, Illinois

 

60047

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (847) 541-9500

 

 

(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 $0.01 per share

 

ACCO

 

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 5.02 Compensatory Arrangements of Certain Officers.

On May 19, 2026, ACCO Brands Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved the third amendment to the 2022 ACCO Brands Corporation Incentive Plan, as amended (the “Incentive Plan”) to increase the number of shares available for future grants under the Incentive Plan by 4,100,000 shares and to eliminate the fungible share counting ratio for new awards (the “Third Plan Amendment”).

The Third Plan Amendment was summarized in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2026 (the “Proxy Statement”) under the heading “To approve an amendment to the 2022 ACCO Brands Corporation Incentive Plan to increase the number of shares available for future grant and eliminate fungible share counting provisions with respect to new awards” and reflected in Appendix A to the Proxy Statement, which description is incorporated herein by reference.

The foregoing description of the Third Plan Amendment is not complete and is qualified in its entirety by reference to the full text of the Third Plan Amendment, a copy of which is included as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The proposals voted upon at the Annual Meeting and the final results of the stockholder vote for each proposal are set forth below. Each of the proposals is described in greater detail in the Company’s Proxy Statement.

1: The election of nine directors for a one-year term expiring at the 2027 Annual Meeting of Stockholders:

 

Nominee

For

Against

Abstain

Broker Non-Vote

Joseph B. Burton

59,406,897

7,245,230

98,946

14,219,584

Kathleen S. Dvorak

64,967,946

1,623,874

159,253

14,219,584

Pradeep Jotwani

58,508,954

8,083,263

158,857

14,219,583

Robert J. Keller

63,750,799

1,887,979

1,112,294

14,219,585

Ron Lombardi

65,649,677

   986,849

114,548

14,219,583

Graciela I. Monteagudo

58,396,697

8,254,606

  99,771

14,219,583

E. Mark Rajkowski

65,038,039

1,552,984

160,052

14,219,582

Elizabeth A. Simermeyer

59,097,091

7,553,888

100,095

14,219,583

Thomas W. Tedford

63,714,464

1,919,864

1,116,745

14,219,584

 

 

2: The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026:

For

Against

Abstain

79,491,039

1,333,465

146,153

 

 

3: The approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers:

For

Against

Abstain

Broker Non-Vote

59,136,827

6,219,517

1,394,730

14,219,583

 

 

4: The approval of an amendment to the 2022 ACCO Brands Corporation Incentive Plan to increase the number of shares available for future grant and eliminate the fungible share counting provisions with respect to new awards:

For

Against

Abstain

Broker Non-Vote

49,638,543

16,875,041

237,488

14,219,585

 

Item 9.01 - Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1 Third Amendment to 2022 ACCO Brands Corporation Incentive Plan (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 19, 2026).

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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.

 

 

 

ACCO Brands Corporation

 

 

 

 

Date:

May 19, 2026

By:

/s/ Kathryn D. Ingraham

 

 

 

Kathryn D. Ingraham, Senior Vice President, General Counsel and Corporate Secretary

 

Source: View Original Filing on SEC EDGAR

FAQ

What did ACCO (ACCO) stockholders approve regarding the incentive plan?

Stockholders approved a third amendment to ACCO’s 2022 Incentive Plan, adding 4,100,000 shares for future grants and eliminating fungible share counting for new awards. This maintains the company’s ability to grant equity-based compensation to employees and executives.

Were all ACCO (ACCO) director nominees elected at the 2026 annual meeting?

Yes, all nine director nominees were elected for one-year terms expiring at the 2027 annual meeting. Each nominee, including Thomas W. Tedford and Ron Lombardi, received more votes “For” than “Against” in the reported results.

Did ACCO (ACCO) stockholders ratify KPMG as the 2026 auditor?

Stockholders ratified KPMG LLP as ACCO’s independent registered public accounting firm for 2026, with 79,491,039 votes For, 1,333,465 Against, and 146,153 Abstaining. This supports continuity in the company’s external audit arrangements.

How did ACCO (ACCO) stockholders vote on executive compensation?

In a non-binding advisory vote, stockholders approved compensation for ACCO’s named executive officers, with 59,136,827 votes For, 6,219,517 Against, and 1,394,730 Abstaining, plus broker non-votes. This indicates general support for the company’s pay practices.

What were the voting results on ACCO’s 2022 Incentive Plan amendment proposal?

The amendment to the 2022 Incentive Plan received 49,638,543 votes For, 16,875,041 Against, and 237,488 Abstaining, with broker non-votes. Approval increases available shares for future grants and removes fungible share counting for new awards.

Which key governance matters were addressed at ACCO’s 2026 annual meeting?

Key matters included electing nine directors, ratifying KPMG LLP as 2026 auditor, an advisory vote on executive compensation, and approving changes to the 2022 Incentive Plan, including an additional 4,100,000 shares for future equity grants.

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