[8-K] APPLIED INDUSTRIAL TECHNOLOGIES INC Reports Material Event

Rhea-AI Filing Summary

Applied Industrial Technologies (AIT) reported the results of its annual meeting held on October 21, 2025. There were 37,751,071 shares of common stock entitled to vote.

Shareholders elected three directors for three-year terms: Mary Dean Hall (For 28,555,324; Withheld 3,722,211; Broker non-votes 2,096,107), Joe A. Raver (For 28,731,867; Withheld 3,545,668; Broker non-votes 2,096,107), and Richard J. Simoncic (For 31,089,269; Withheld 1,188,266; Broker non-votes 2,096,107). The terms of six other directors continue.

Shareholders approved the nonbinding advisory vote on executive compensation (For 31,401,048; Against 799,147; Abstain 77,340; Broker non-votes 2,096,107) and ratified Deloitte & Touche LLP as independent auditors for the fiscal year ending June 30, 2026 (For 32,963,439; Against 1,384,038; Abstain 26,165).

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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

October 21, 2025

Date of Report (date of earliest event reported)

APPLIED INDUSTRIAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Ohio			1-2299						34-0117420
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)
One Applied Plaza			Cleveland			Ohio			44115
(Address of Principal Executive Offices)									(Zip Code)

(216) 426-4000

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 (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))

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, without par value			AIT			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.

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ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    An annual meeting of the shareholders of Applied Industrial Technologies, Inc. was held on October 21, 2025. At that meeting, there were 37,751,071 shares of common stock entitled to vote. The shareholders voted on the matters submitted to the meeting as follows (as rounded):

1.    Election of three persons to be directors for a term of three years:    

Name			Shares Voted For Election			Shares As To Which Voting Authority Withheld			Broker Non-Votes
Mary Dean Hall			28,555,324			3,722,211			2,096,107
Joe A. Raver			28,731,867			3,545,668			2,096,107
Richard J. Simoncic			31,089,269			1,188,266			2,096,107

The terms of the following directors continued after the meeting: Madhuri A. Andrews, Shelly M. Chadwick, Robert J. Pagano, Jr., Vincent K. Petrella, Neil A. Schrimsher and Peter C. Wallace.

2.    A nonbinding advisory vote to approve the compensation of Applied's named executive officers as described in Applied's proxy statement dated September 10, 2025:

Shares Voted For			Shares Voted Against			Shares Abstained From Voting			Broker Non-Votes
31,401,048			799,147			77,340			2,096,107

3.    Ratification of the Audit Committee's appointment of Deloitte & Touche LLP as Applied's independent auditors for the fiscal year ending June 30, 2026.

Shares Voted For Ratification			Shares Voted Against Ratification			Shares Abstained From Voting
32,963,439			1,384,038			26,165

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.

APPLIED INDUSTRIAL TECHNOLOGIES, INC.

(Registrant)

By: /s/ Jon S. Ploetz

Jon S. Ploetz, Vice President-General Counsel & Secretary

Date: October 23, 2025

FAQ

What did AIT shareholders vote on at the annual meeting?

Director elections (three seats), a nonbinding say-on-pay vote, and auditor ratification for Deloitte & Touche LLP.

Which directors were elected to AIT's board?

Mary Dean Hall, Joe A. Raver, and Richard J. Simoncic were elected for three-year terms.

How many AIT shares were entitled to vote?

37,751,071 shares of common stock were entitled to vote.

Did AIT's say-on-pay proposal pass, and what were the votes?

Yes. For 31,401,048; Against 799,147; Abstain 77,340; Broker non-votes 2,096,107.

Which audit firm was ratified by AIT shareholders and how did the vote break down?

Deloitte & Touche LLP was ratified: For 32,963,439; Against 1,384,038; Abstain 26,165.

What were the vote totals for each elected AIT director?

Hall: For 28,555,324, Withheld 3,722,211; Raver: For 28,731,867, Withheld 3,545,668; Simoncic: For 31,089,269, Withheld 1,188,266. Each had Broker non-votes 2,096,107.