Atmus Filtration (ATMU) investors approve board slate, pay and PwC as 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Atmus Filtration Technologies Inc. reported the results of its annual stockholder meeting held on May 12, 2026. A total of 81,672,428 shares were issued, outstanding and eligible to vote as of the March 23, 2026 record date, with 75,920,780 shares present or represented by proxy.

Stockholders elected four directors—Stephanie J. Disher, Diego Donoso, Heath Sharp and Stuart A. Taylor II—to serve three-year terms ending at the 2028 annual meeting. Each nominee received over 70 million “For” votes, with relatively low “Against” and “Abstain” totals and broker non-votes of 3,610,560 for each nominee.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 70,927,113 votes “For”, 1,327,634 “Against” and 55,473 “Abstain”, plus 3,610,560 broker non-votes. In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLC as independent auditor for the fiscal year ending December 31, 2026, by a strong margin of 75,870,182 votes “For”, 37,685 “Against” and 12,913 “Abstain”.

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

Shares eligible to vote: 81,672,428 shares Shares present or by proxy: 75,920,780 shares Votes for executive compensation: 70,927,113 votes +3 more

6 metrics

Shares eligible to vote 81,672,428 shares Issued, outstanding and eligible as of March 23, 2026

Shares present or by proxy 75,920,780 shares Present or represented at May 12, 2026 annual meeting

Votes for executive compensation 70,927,113 votes Advisory vote on named executive officer compensation

Votes for PwC ratification 75,870,182 votes Ratification of PricewaterhouseCoopers LLC as 2026 auditor

Votes for Stephanie J. Disher 71,811,918 votes Director election at 2026 annual meeting

Votes for Diego Donoso 70,727,528 votes Director election at 2026 annual meeting

Key Terms

Broker Non-Vote, Advisory Vote on Executive Compensation, independent registered accounting firm, independent Inspector of Election, +1 more

5 terms

Broker Non-Vote financial

"Director Nominees | For | Against | Abstain | Broker Non-Vote"

Advisory Vote on Executive Compensation financial

"Proposal 2 - Advisory Vote on Executive Compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered accounting firm financial

"Ratification of Independent Registered Accounting Firm"

independent Inspector of Election regulatory

"as reported by Tracy Oats, the Company’s independent Inspector of Election"

Annual Meeting of Stockholders financial

"The Company held its Annual Meeting of Stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

05/12/2026 - 04:33 PM

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 12, 2026

Atmus Filtration Technologies Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-41710		88-1611079
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

26 Century Boulevard Nashville, Tennessee		37214
(Address of Principal Executive Offices)		(Zip Code)

(615) 514-7339

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:


☐			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, $0.0001 par value

ATMU

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined by 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. o

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

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2026. Set forth below are the final, certified voting results for each proposal presented at the Annual Meeting, as reported by Tracy Oats, the Company’s independent Inspector of Election. The number of shares issued, outstanding and eligible to vote at the meeting as of the record date of March 23, 2026, was 81,672,428. Of the 75,920,780 shares present in person or represented by proxy at the meeting:

Proposal 1 - Election of Directors

The Company’s stockholders elected, with the respective votes set forth opposite their names, the following persons to the Company’s Board of Directors to hold office for a three-year term until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified:


Director Nominees	For	Against	Abstain	Broker Non-Vote
Stephanie J. Disher	71,811,918	484,851	13,451	3,610,560
Diego Donoso	70,727,528	1,457,764	124,928	3,610,560
Heath Sharp	71,622,151	673,856	14,213	3,610,560
Stuart A. Taylor II	71,077,282	1,219,802	13,136	3,610,560

Proposal 2 - Advisory Vote on Executive Compensation

The Company’s stockholders, by voting for a non-binding advisory proposal, approved the executive compensation of the Company’s named executive officers. Voting results on this proposal were as follows:


For	Against	Abstain	Broker Non-Vote
70,927,113	1,327,634	55,473	3,610,560

Proposal 3 - Ratification of Independent Registered Accounting Firm

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLC as the Company’s independent auditor for the fiscal year ending December 31, 2026. Voting results on this proposal were as follows:


For	Against	Abstain
75,870,182	37,685	12,913

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.

Atmus Filtration Technologies Inc.


By:			/s/ LAURA HELTEBRAN
Laura Heltebran
Senior Vice President, Chief Legal Officer & Corporate Secretary

May 12, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Atmus Filtration (ATMU) stockholders approve at the May 12, 2026 annual meeting?

Atmus Filtration stockholders elected four directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLC as independent auditor for 2026. All three proposals received strong support based on the final, certified vote tallies reported by the independent Inspector of Election.

How many Atmus Filtration (ATMU) shares were eligible and present for the 2026 annual meeting vote?

There were 81,672,428 shares issued, outstanding and eligible to vote as of March 23, 2026. Of these, 75,920,780 shares were present in person or represented by proxy at the May 12, 2026 annual meeting, forming the basis for the reported vote results.

Were Atmus Filtration (ATMU) executive compensation proposals approved by stockholders in 2026?

Yes. Stockholders approved the non-binding advisory vote on executive compensation with 70,927,113 votes for, 1,327,634 against, and 55,473 abstentions. There were also 3,610,560 broker non-votes. This reflects stockholder support for the compensation of the named executive officers.

Which directors were elected to the Atmus Filtration (ATMU) board at the 2026 annual meeting?

Stockholders elected Stephanie J. Disher, Diego Donoso, Heath Sharp and Stuart A. Taylor II to the board. Each will serve a three-year term until the 2028 annual meeting, or until a successor is duly elected and qualified, based on the reported vote results.

Did Atmus Filtration (ATMU) stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes. Stockholders ratified the appointment of PricewaterhouseCoopers LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 75,870,182 votes for, 37,685 against and 12,913 abstentions, indicating strong support for the auditor selection.

Filing Exhibits & Attachments

3 documents