ATI Inc. (NYSE: ATI) investors approve directors, say-on-pay and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ATI Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 14, 2026. As of the record date, 136,462,390 common shares were outstanding.

Stockholders elected Kimberly A. Fields, Elizabeth H. Lund, and David J. Morehouse to three-year board terms ending in 2029. Fields received 111,295,983 votes for, Lund 112,129,164, and Morehouse 103,661,771, with broker non-votes recorded for each nominee.

Investors also approved, on an advisory basis, 2025 executive compensation, with 111,137,226 votes for, 1,335,023 against, and 88,725 abstentions, plus 9,154,673 broker non-votes. The appointment of Ernst & Young LLP as independent auditors for the 2026 fiscal year was ratified with 119,497,355 votes for, 2,159,163 against, and 59,128 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Key Figures

Shares outstanding (record date): 136,462,390 shares Votes for say-on-pay: 111,137,226 votes Votes against say-on-pay: 1,335,023 votes +5 more

8 metrics

Shares outstanding (record date) 136,462,390 shares Common stock eligible to vote at 2026 annual meeting

Votes for say-on-pay 111,137,226 votes Advisory approval of 2025 executive compensation

Votes against say-on-pay 1,335,023 votes Advisory compensation resolution opposition

Auditor ratification for votes 119,497,355 votes Ratification of Ernst & Young LLP for 2026

Auditor ratification against votes 2,159,163 votes Opposition to Ernst & Young LLP ratification

Votes for Kimberly A. Fields 111,295,983 votes Election to board term ending 2029

Votes for Elizabeth H. Lund 112,129,164 votes Election to board term ending 2029

Votes for David J. Morehouse 103,661,771 votes Election to board term ending 2029

Key Terms

Annual Meeting of Stockholders, broker non-votes, advisory vote, independent auditors, +1 more

5 terms

Annual Meeting of Stockholders financial

"ATI Inc. held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2026."

broker non-votes financial

"Kimberly A. Fields ... 1,264,992 ... 9,154,673 broker non-votes"

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.

advisory vote financial

"an advisory vote regarding the compensation paid to the Company’s named executive officers in 2025"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent auditors financial

"ratification of the appointment of Ernst & Young LLP as independent auditors for the Company’s 2026 fiscal year"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

ratification financial

"ratification of the appointment of Ernst & Young LLP as independent auditors"

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Understanding 8-K Material Events →

05/19/2026 - 04:05 PM

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 19, 2026 (May 14, 2026)

ATI Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-12001	25-1792394
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2021 McKinney Avenue, Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (800) 289-7545

N/A

(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 (see General Instruction A.2. below):

☐

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication 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 $0.10 per share	ATI	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

ATI Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2026. As of the record date for the Annual Meeting, 136,462,390 shares of the Company’s common stock were issued and outstanding. As disclosed in the Company’s proxy materials for the Annual Meeting, the following proposals were considered and voted upon at the Annual Meeting: (1) the election of three directors for three-year terms expiring in 2029; (2) an advisory vote regarding the compensation paid to the Company’s named executive officers in 2025; and (3) ratification of the appointment of Ernst & Young LLP as independent auditors for the Company’s 2026 fiscal year. Voting results for each such matter are provided below.

1.	Election of three Directors:


NAME	FOR		WITHHELD		BROKER NON-VOTES
Kimberly A. Fields		111,295,983		1,264,992		9,154,673
Elizabeth H. Lund		112,129,164		431,810		9,154,673
David J. Morehouse		103,661,771		8,899,204		9,154,673

2.	Advisory vote regarding the 2025 compensation of the Company’s named executive officers:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

111,137,226

1,335,023

88,725

9,154,673

3.	Ratification of the selection of Ernst & Young LLP as the Company’s independent auditors for 2026:


FOR	AGAINST	ABSTAIN
119,497,355	2,159,163	59,128

Item 9.01

Exhibits.

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

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 hereunto duly authorized.


ATI Inc.

By:		/s/ Vaishali S. Bhatia
		Vaishali S. Bhatia
		Senior Vice President, General Counsel and Chief Compliance Officer

Dated: May 19, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did ATI (ATI) shareholders vote on at the 2026 annual meeting?

ATI shareholders voted on electing three directors, approving 2025 executive pay on an advisory basis, and ratifying Ernst & Young LLP as independent auditors for the 2026 fiscal year. All three proposals received sufficient support to pass.

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

Yes, all three ATI director nominees were elected to terms ending in 2029. Kimberly A. Fields, Elizabeth H. Lund, and David J. Morehouse each received majority support, with votes for each nominee far exceeding withheld votes, plus additional broker non-votes recorded.

How did ATI (ATI) shareholders vote on 2025 executive compensation?

ATI shareholders approved 2025 executive compensation in a non-binding advisory vote. The proposal received 111,137,226 votes for, 1,335,023 votes against, and 88,725 abstentions, with 9,154,673 broker non-votes, indicating broad but not unanimous support for the pay program.

Did ATI (ATI) shareholders ratify Ernst & Young as 2026 auditors?

Yes, shareholders ratified Ernst & Young LLP as ATI’s independent auditors for 2026. The ratification received 119,497,355 votes for, 2,159,163 votes against, and 59,128 abstentions, reflecting strong overall support for continuing the existing audit relationship.

How many ATI (ATI) shares were eligible to vote at the 2026 meeting?

As of the record date for the 2026 annual meeting, ATI had 136,462,390 shares of common stock issued and outstanding. These shares were entitled to vote on director elections, the advisory executive compensation resolution, and auditor ratification proposals.

Who certified and signed the ATI (ATI) 2026 annual meeting report?

The report of ATI’s 2026 annual meeting results was signed on behalf of the company by Vaishali S. Bhatia, Senior Vice President, General Counsel and Chief Compliance Officer, confirming submission under the Securities Exchange Act of 1934 requirements.

Filing Exhibits & Attachments

3 documents