[8-K] Alight, Inc. / Delaware Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Alight, Inc. reported results from its 2026 annual meeting of stockholders held on June 10, 2026. Stockholders elected three Class II directors to terms expiring at the 2029 annual meeting and ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.
Stockholders approved, on an advisory basis, 2025 compensation for named executive officers and adopted amendments to the certificate of incorporation to declassify the board and to limit certain officers’ personal monetary liability for duty-of-care breaches under Delaware law. They also approved charter amendments authorizing the board to implement reverse stock splits at ratios from 1‑for‑10 to 1‑for‑40 with corresponding reductions in authorized shares.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Election - Fradin votes for: 379,241,185 votes
Election - Lopes votes for: 301,504,386 votes
Election - Massey votes for: 265,516,988 votes
+5 more
8 metrics
Election - Fradin votes for
379,241,185 votes
Votes for election of director Russell P. Fradin
Election - Lopes votes for
301,504,386 votes
Votes for election of director Robert A. Lopes, Jr.
Election - Massey votes for
265,516,988 votes
Votes for election of director Richard N. Massey
Auditor ratification votes for
450,397,326 votes
Ratification of Ernst & Young LLP for fiscal year 2026
Say-on-pay votes for
361,170,871 votes
Advisory approval of 2025 executive compensation
Board declassification votes for
382,592,468 votes
Approval of amendment to declassify board of directors
Officer liability amendment votes for
338,989,760 votes
Approval of officer duty-of-care liability limitation
Reverse split authority votes for
446,293,398 votes
Approval of reverse stock split charter amendments
Key Terms
broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, declassify the Company’s Board of Directors, +2 more
6 terms
broker non-votes financial
"The number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below."
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.
independent registered public accounting firm financial
"Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 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.
advisory (non-binding) basis financial
"Approval, on an advisory (non-binding) basis, of the 2025 compensation paid to the Company’s named executive officers"
declassify the Company’s Board of Directors financial
"Approval of an amendment to the Company’s Certificate of Incorporation to declassify the Company’s Board of Directors"
reverse stock splits financial
"Authorize the Board to effect reverse stock splits of the outstanding shares of common stock at ratios of 1-for-10, 1-for-20, 1-for-30 and 1-for-40"
A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.
Section 102(b)(7) of the General Corporation Law of the State of Delaware regulatory
"As permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware"
FAQ
Which directors were elected to Alight’s board in 2026?
Shareholders elected Russell P. Fradin, Robert A. Lopes, Jr., and Richard N. Massey as Class II directors. Each will serve until the 2029 annual meeting and until a successor is elected and qualified, subject to earlier death, resignation, retirement, disqualification, removal, or incapacity.