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Accendra Health (NYSE: ACH) holders approve amended 2023 incentive plan

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

Rhea-AI Filing Summary

Accendra Health, Inc. reported results from its 2026 Annual Meeting of Shareholders. Shareholders approved the Accendra Health, Inc. Amended and Restated 2023 Omnibus Incentive Plan, which replaces the prior 2023 plan and allows the Board’s Our People & Culture Committee to grant equity and other incentive awards to employees, non-employee directors and consultants.

At the meeting, 76,437,917 shares were entitled to vote and 62,134,133 shares were voted, representing approximately 81.29% participation. Six director nominees each received over 48.7 million votes for, including 51,189,677 votes for Teresa L. Kline, with detailed vote counts and broker non-votes reported for all proposals.

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.
Shares entitled to vote 76,437,917 shares Common stock entitled to vote at 2026 Annual Meeting
Shares voted 62,134,133 shares Shares voted in person or by proxy at the meeting
Voter participation 81.29% Percentage of entitled shares that were voted
Votes for Teresa L. Kline 51,189,677 votes Director election votes for nominee Teresa L. Kline
Votes for Edward A. Pesicka 48,760,777 votes Director election votes for nominee Edward A. Pesicka
Broker non-votes (directors) 9,763,670 votes Broker non-votes reported for each director proposal
Amended and Restated 2023 Omnibus Incentive Plan financial
"shareholders approved the Accendra Health, Inc. Amended and Restated 2023 Omnibus Incentive Plan"
Annual Meeting of Shareholders financial
"On May 14, 2026 at the 2026 Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
broker non-votes financial
"Mark A. Beck | 50,962,576 | 1,294,183 | 113,704 | 9,763,670"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
proxy statement regulatory
"included in the Company's proxy statement filed with the Securities and Exchange Commission on April 2, 2026"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
emerging growth company regulatory
"Emerging growth company ◻"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 14, 2026

Accendra Health, Inc.

(Exact name of registrant as specified in its charter)

Virginia

001-09810

54-1701843

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

File Number)

Identification No.)

4435 Waterfront Drive, Suite 300,

Glen Allen, Virginia

23060

(Address of principal executive

offices)

(Zip Code)

Registrant’s telephone number, including area code (804) 277-4304

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, $2 par value per share

ACH

New York Stock Exchange

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 (see General Instruction A.2.below):

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))

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2026 at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Accendra Health, Inc. (the “Company”), the shareholders approved the Accendra Health, Inc. Amended and Restated 2023 Omnibus Incentive Plan (the “Amended and Restated 2023 Plan”) which amends and restates the Owens & Minor, Inc. 2023 Omnibus Incentive Plan (as amended as of March 14, 2024). The description of the Amended and Restated 2023 Plan included in the Company's proxy statement filed with the Securities and Exchange Commission on April 2, 2026 is incorporated herein by reference.

Under the terms of the Amended and Restated 2023 Plan, the Board of Directors (the “Board”) has authorized the Our People & Culture Committee of the Board to grant equity and other incentive awards to employees, non-employee directors and consultants. Each equity grant made pursuant thereto will be evidenced by an agreement between the Company and the person named therein.

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

On May 14, 2026 at the 2026 Annual Meeting of Shareholders of the Company, the matters described below were voted upon and approved as indicated. There were 76,437,917 shares of common stock entitled to vote at the meeting and 62,134,133 shares were voted in person or by proxy (approximately 81.29% of shares entitled to vote).

(1)Election of six directors, each for a one-year term, as follows:

Votes

Director

Votes For

Votes Against

Abstentions

Broker

Non-Votes

Mark A. Beck

50,962,576

1,294,183

113,704

9,763,670

Gwendolyn M. Bingham

51,120,827

1,136,584

113,052

9,763,670

Kenneth Gardner-Smith

50,944,000

1,312,205

114,258

9,763,670

Stephen W. Klemash

51,165,959

1,090,992

113,512

9,763,670

Teresa L. Kline

51,189,677

1,068,135

112,651

9,763,670

Edward A. Pesicka

48,760,777

3,497,266

112,420

9,763,670

(2)Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 as follows:

Votes

Votes For

Votes Against

Abstentions

Broker

Non-Votes

61,255,312

693,111

185,710

-

(3)Non-binding advisory vote to approve the compensation of our named executive officers as follows:

Votes

Votes For

Votes Against

Abstentions

Broker

Non-Votes

48,137,834

4,098,288

134,341

9,763,670

(4)Approval of the Accendra Health, Inc. Amended and Restated 2023 Omnibus Incentive Plan as follows:

Votes

Votes For

Votes Against

Abstentions

Broker

Non-Votes

50,645,557

1,573,141

151,765

9,763,670

SIGNATURE

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 thereunto duly authorized.

ACCENDRA HEALTH, INC.

Date: May 15, 2026

By:

/s/ Heath H. Galloway

Name:

 

Heath H. Galloway

Title:

Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did Accendra Health (ACH) shareholders approve at the 2026 Annual Meeting?

Shareholders approved the Amended and Restated 2023 Omnibus Incentive Plan. This plan replaces the prior 2023 plan and authorizes the Board’s Our People & Culture Committee to grant equity and other incentive awards to employees, non-employee directors and consultants.

How many Accendra Health (ACH) shares were represented at the 2026 Annual Meeting?

A total of 62,134,133 shares were voted in person or by proxy. This represented approximately 81.29% of the 76,437,917 shares of common stock entitled to vote at the meeting.

How did Accendra Health (ACH) shareholders vote on director elections in 2026?

Shareholders elected six directors, each receiving tens of millions of votes for. For example, Teresa L. Kline received 51,189,677 votes for, 1,068,135 against, 112,651 abstentions, and 9,763,670 broker non-votes, indicating strong support.

What is the Amended and Restated 2023 Omnibus Incentive Plan for Accendra Health (ACH)?

The Amended and Restated 2023 Omnibus Incentive Plan is an equity and incentive compensation program. It permits grants of stock-based and other awards to employees, non-employee directors and consultants, under agreements between Accendra Health and each award recipient.

Which board committee administers Accendra Health’s Amended and Restated 2023 Omnibus Incentive Plan?

The Our People & Culture Committee of Accendra Health’s Board administers the plan. The Board authorized this committee to grant equity and other incentive awards under the Amended and Restated 2023 Omnibus Incentive Plan to eligible participants.

Where can investors find more details on Accendra Health’s Amended and Restated 2023 Plan?

More detail appears in Accendra Health’s proxy statement filed April 2, 2026. The Form 8-K states that the description of the Amended and Restated 2023 Omnibus Incentive Plan in that proxy statement is incorporated by reference.

Filing Exhibits & Attachments

4 documents