Avalon Holdings (NYSE: AWX) investors back board slate and executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Avalon Holdings Corporation reported the results of its May 5, 2026 annual meeting of stockholders. Holders of Class B Common Stock unanimously elected Ronald E. Klingle, Michael J. Havalo, and Christine M. Bell as directors, each receiving 6,115,350 votes for and no votes withheld.

Holders of Class A Common Stock elected Kurtis D. Gramley and Stephen L. Gordon as directors, with significant broker non-votes recorded. Stockholders also approved the executive compensation of the named executive officers in a non-binding advisory vote, with 6,368,993 votes for, 654,966 against, 18,089 abstentions, and 2,348,818 broker non-votes.

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

Class B director votes: 6,115,350 votes for Class A director vote – Gramley: 210,320 for; 716,376 withheld Class A director vote – Gordon: 193,767 for; 732,929 withheld +3 more

6 metrics

Class B director votes 6,115,350 votes for Each of Klingle, Havalo, Bell elected by Class B holders

Class A director vote – Gramley 210,320 for; 716,376 withheld Election by Class A Common Stock holders

Class A director vote – Gordon 193,767 for; 732,929 withheld Election by Class A Common Stock holders

Executive compensation support 6,368,993 votes for Non-binding advisory say-on-pay vote

Executive compensation opposition 654,966 votes against Non-binding advisory say-on-pay vote

Broker non-votes 2,348,818 broker non-votes Class A director and say-on-pay items

Key Terms

broker non-votes, non-binding vote, Executive Compensation of the Named Executive Officers, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"Abstentions | | Broker Non-votes 6,368,993 | | 654,966 | | 18,089 | | 2,348,818"

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 vote financial

"Executive Compensation of the Named Executive Officers of Avalon Holdings Corporation was approved in the non-binding vote."

Executive Compensation of the Named Executive Officers financial

"Pursuant to the foregoing votes, the Executive Compensation of the Named Executive Officers of Avalon Holdings Corporation was approved"

Annual Meeting of Stockholders financial

"The Avalon Holdings Corporation Annual Meeting of Stockholders was held on May 5, 2026."

Understanding 8-K Material Events →

05/06/2026 - 08:51 AM

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 6, 2026 (May 5, 2026)

AVALON HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ohio		1-14105		34-1863889
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One American Way, Warren, Ohio 44484

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (330) 856-8800

(Former name and address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	AWX	NYSE American

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 240.13e4(c))

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

The Avalon Holdings Corporation Annual Meeting of Stockholders was held on May 5, 2026.

The matters presented for a vote and the related results are as follows:

1.	ELECTION OF DIRECTORS

The following directors were elected by the holders of Class B Common Stock:

Name	Votes For	Votes Withheld	Abstentions	Broker Non-votes

Ronald E. Klingle	6,115,350	-0-	-0-	-0-
Michael J. Havalo	6,115,350	-0-	-0-	-0-
Christine M. Bell	6,115,350	-0-	-0-	-0-

The following directors were elected by the holders of the Class A Common Stock:

Name	Votes For	Votes Withheld	Abstentions	Broker Non-votes

Kurtis D. Gramley	210,320	716,376	-0-	2,348,818
Stephen L. Gordon	193,767	732,929	-0-	2,348,818

2.	ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

Votes For	Votes Against	Abstentions	Broker Non-votes

6,368,993	654,966	18,089	2,348,818

Pursuant to the foregoing votes, the Executive Compensation of the Named Executive Officers of Avalon Holdings Corporation was approved in the non-binding vote.

SIGNATURE

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

Date: May 6, 2026

	Avalon Holdings Corporation


	By:	/s/ Michael J. Havalo
		Michael J. Havalo
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Avalon Holdings (AWX) stockholders vote on at the May 5, 2026 meeting?

Stockholders voted on the election of directors for Class A and Class B Common Stock and held a non-binding advisory vote on executive compensation. All nominated directors were elected and the executive compensation package received majority support.

Which directors were elected by Avalon Holdings (AWX) Class B stockholders?

Class B stockholders elected Ronald E. Klingle, Michael J. Havalo, and Christine M. Bell as directors. Each nominee received 6,115,350 votes for, with no votes withheld, no abstentions, and no broker non-votes reported for these Class B elections.

How did Avalon Holdings (AWX) Class A stockholders vote on director nominees?

Class A stockholders elected Kurtis D. Gramley and Stephen L. Gordon as directors. Gramley received 210,320 votes for and 716,376 withheld; Gordon received 193,767 votes for and 732,929 withheld. Both elections showed 2,348,818 broker non-votes for the Class A shares.

Was Avalon Holdings (AWX) executive compensation approved by stockholders?

Yes. In the non-binding advisory vote on executive compensation, 6,368,993 votes were cast in favor, 654,966 against, and 18,089 abstained, with 2,348,818 broker non-votes. This indicates stockholder approval of the company’s named executive officers’ pay program.

What are broker non-votes in the Avalon Holdings (AWX) 2026 annual meeting results?

Broker non-votes arise when brokers hold shares but lack specific voting instructions from beneficial owners for certain proposals. In this meeting, 2,348,818 broker non-votes were recorded on the Class A director elections and the non-binding executive compensation proposal.

Filing Exhibits & Attachments

4 documents