[8-K] ASTRONICS CORP Reports Material Event

Rhea-AI Filing Summary

Astronics Corporation reported the results of its 2026 Annual Meeting of Shareholders held on May 28, 2026. Shareholders elected all director nominees, with support levels generally in the tens of millions of votes cast for each candidate alongside broker non-votes.

Investors also ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2026, approved on a non-binding basis the compensation of named executive officers, and adopted both the 2026 Long Term Incentive Plan and the 2026 Employee Stock Purchase Plan.

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

Auditor ratification for votes: 51,289,688 votes Auditor ratification against votes: 523,194 votes Say-on-pay for votes: 44,813,274 votes +3 more

6 metrics

Auditor ratification for votes 51,289,688 votes Ratification of Ernst & Young LLP for fiscal year 2026

Auditor ratification against votes 523,194 votes Ratification of Ernst & Young LLP for fiscal year 2026

Say-on-pay for votes 44,813,274 votes Non-binding advisory vote on executive compensation

2026 LTIP for votes 42,885,555 votes Adoption of Astronics Corporation 2026 Long Term Incentive Plan

2026 ESPP for votes 46,218,739 votes Adoption of Astronics Corporation 2026 Employee Stock Purchase Plan

Broker non-votes on proposals 5,512,038 votes Broker non-votes on director elections and certain proposals

Key Terms

broker non-votes, non-binding shareholder advisory vote, independent registered public accounting firm, 2026 Long Term Incentive Plan, +1 more

5 terms

broker non-votes financial

"There were 5,512,038 broker non-votes on the proposal."

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.

non-binding shareholder advisory vote financial

"A non-binding shareholder advisory vote on the compensation of the Company’s named executive officers;"

independent registered public accounting firm financial

"Ernst & Young LLP as the independent registered public accounting firm for the Company for the current fiscal year;"

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.

2026 Long Term Incentive Plan financial

"The adoption of the Astronics Corporation 2026 Long Term Incentive Plan (the “2026 LTIP”);"

2026 Employee Stock Purchase Plan financial

"The adoption of the Astronics Corporation 2026 Employee Stock Purchase Plan (the “ESPP”)."

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FALSE130 Commerce WayEast AuroraNew York000000806300000080632026-05-282026-05-28

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 28, 2026

ASTRONICS CORPORATION

(Exact name of registrant as specified in its charter)

New York

0-7087

16-0959303

(State of Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

130 Commerce Way East Aurora, New York

14052

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (716) 805-1599

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			Name of each exchange on which registered
Common Stock, $.01 par value per share			ATRO			The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, Astronics Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the following:

1.The election of the Board of Directors;

2.The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the current fiscal year;

3.A non-binding shareholder advisory vote on the compensation of the Company’s named executive officers;

4.The adoption of the Astronics Corporation 2026 Long Term Incentive Plan (the “2026 LTIP”); and

5.The adoption of the Astronics Corporation 2026 Employee Stock Purchase Plan (the “ESPP”).

In accordance with the Company’s Restated Certificate of Incorporation, as amended, on all agenda items the holders of Astronics common shares and Class B shares voted together as one class, with each common share entitled to one vote and each Class B share entitled to ten votes.

The final voting results on each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:

1.Election of the Board of Directors. The nominees to the Board of Directors were elected based on the following votes:

			For			Withheld			Broker Non-Votes
Robert T. Brady			43,173,049			3,211,885			5,512,038
Jeffry D. Frisby			46,061,671			323,263			5,512,038
Peter J. Gundermann			45,870,198			514,736			5,512,038
Warren C. Johnson			38,776,245			7,608,689			5,512,038
Robert S. Keane			36,454,346			9,930,588			5,512,038
Neil Y. Kim			46,089,334			295,600			5,512,038
Mark Moran			35,331,124			11,053,810			5,512,038
Linda O’Brien			38,752,044			7,632,890			5,512,038
Fay West			45,224,634			1,160,300			5,512,038

2.Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026. A total of 51,289,688 votes were cast for the proposal, 523,194 votes were cast against it and 84,090 votes abstained. There were no broker non-votes on the proposal. The affirmative votes constituted more than a majority of the votes represented at the meeting, the number needed to approve the proposal.

3.The non-binding shareholder advisory vote on the compensation of the Company's named executive officers. A total of 44,813,274 votes were cast for the proposal, 1,366,153 votes were cast against it and 205,507 votes abstained. There were 5,512,038 broker non-votes on the proposal. The shareholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy.

4.The adoption of the Astronics Corporation 2026 Long Term Incentive Plan. A total of 42,885,555 votes were cast for the proposal, 3,344,537 votes were cast against it and 154,842 votes abstained. There were 5,512,038 broker non-votes on the proposal. The affirmative vote constituted more than a majority of the votes represented at the meeting, the number needed to approval the proposal.

5.The adoption of the Astronics Corporation 2026 Employee Stock Purchase Plan. A total of 46,218,739 votes were cast for the proposal, 146,323 votes were cast against it and 19,872 votes abstained. There were 5,512,038 broker non-votes on the proposal. The affirmative vote constituted more than a majority of the votes represented at the meeting, the number needed to approval the proposal.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									Astronics Corporation
Date:			May 28, 2026			By:			/s/ Nancy L. Hedges
									Nancy L. Hedges
									Vice President and Chief Financial Officer

FAQ

What did Astronics (ATRO) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on five main items: electing the Board, ratifying Ernst & Young LLP as auditor, approving a non-binding say-on-pay proposal, and adopting the 2026 Long Term Incentive Plan and 2026 Employee Stock Purchase Plan. All proposals received sufficient support to pass.

Were Astronics (ATRO) director nominees elected at the 2026 shareholder meeting?

All director nominees were elected at the 2026 Annual Meeting. Each nominee received tens of millions of votes "for" versus substantially lower "withheld" totals, along with 5,512,038 broker non-votes recorded for each director election item under the combined voting structure.

Did Astronics (ATRO) shareholders approve the 2026 Long Term Incentive Plan?

Yes, shareholders approved the 2026 LTIP. The proposal received 42,885,555 votes for, 3,344,537 against, and 154,842 abstentions, with 5,512,038 broker non-votes. The filing states that affirmative votes were more than a majority of votes represented at the meeting.

How did Astronics (ATRO) shareholders vote on executive compensation in 2026?

Shareholders supported executive compensation on an advisory basis. The say-on-pay proposal received 44,813,274 votes for, 1,366,153 against, and 205,507 abstentions, plus 5,512,038 broker non-votes. This non-binding approval reflects the disclosed compensation program in the company's proxy materials.

Was Ernst & Young LLP ratified as Astronics (ATRO) auditor for 2026?

Yes, Ernst & Young LLP was ratified as auditor. The ratification proposal received 51,289,688 votes for, 523,194 against, and 84,090 abstentions, with no broker non-votes. The company notes this exceeded the majority needed for approval at the meeting.

Did Astronics (ATRO) shareholders adopt the 2026 Employee Stock Purchase Plan?

Shareholders adopted the 2026 ESPP. The plan received 46,218,739 votes for, 146,323 against, and 19,872 abstentions, with 5,512,038 broker non-votes. The affirmative votes were more than a majority of votes represented, meeting the stated approval requirement.

Filing Exhibits & Attachments

3 documents

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