Belden holders back board and incentive plan

Belden Inc. reported results from its Annual Meeting of Stockholders held on May 21, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Belden Inc. reported results from its Annual Meeting of Stockholders held on May 21, 2026. Stockholders elected ten directors to one‑year terms, with support levels generally above 35 million votes for each nominee; for example, Adel Al‑Saleh received 36,446,381 votes for and 134,693 against.

Shareholders also ratified Ernst & Young as the independent registered public accounting firm, with 36,294,064 votes for and 1,226,369 against. In addition, they approved the advisory vote on executive compensation and the amended and restated Belden Inc. 2021 Long Term Incentive Plan, each receiving more than 35.7 million votes in favor.

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

Votes for Adel Al‑Saleh: 36,446,381 shares Auditor ratification for votes: 36,294,064 shares Say‑on‑pay votes for: 36,210,874 shares +1 more

4 metrics

Votes for Adel Al‑Saleh 36,446,381 shares Director election at Annual Meeting 2026

Auditor ratification for votes 36,294,064 shares Ratification of Ernst & Young as auditor

Say‑on‑pay votes for 36,210,874 shares Advisory vote on executive compensation

Long Term Incentive Plan votes for 35,776,894 shares Approval of amended and restated 2021 LTIP

Key Terms

Broker Non-Votes, Advisory Vote on Executive Compensation, Long Term Incentive Plan, Emerging growth company

4 terms

Broker Non-Votes financial

"Shares Voted For | Shares Voted Against | Abstained | 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 on Executive Compensation financial

"Proposal 3: 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.

Long Term Incentive Plan financial

"Approval of the Amended and Restated Belden Inc. 2021 Long Term Incentive Plan."

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Belden (BDC) shareholders approve at the 2026 annual meeting?

Belden shareholders elected ten directors, ratified Ernst & Young as auditor, and approved both the advisory executive compensation resolution and the amended and restated 2021 Long Term Incentive Plan, each receiving strong majority support in the form of more than 35.7 million votes in favor.

How did Belden (BDC) shareholders vote on the director slate?

Shareholders elected ten directors to one-year terms. Each nominee received over 35.7 million votes for, with relatively low opposition. For instance, Adel Al‑Saleh received 36,446,381 votes for, 134,693 against, and 22,323 abstentions, indicating broad support for the board composition.

Was Ernst & Young ratified as Belden (BDC) auditor at the meeting?

Yes, shareholders ratified Ernst & Young as Belden’s independent registered public accounting firm. The vote totaled 36,294,064 shares for, 1,226,369 against, and 18,064 abstentions, showing a strong majority in favor of continuing with Ernst & Young as the company’s external auditor.

How did Belden (BDC) investors vote on executive compensation (say-on-pay)?

Investors approved the advisory vote on executive compensation. The resolution received 36,210,874 votes for, 362,824 against, 29,699 abstentions, and 935,100 broker non‑votes, reflecting substantial shareholder backing for Belden’s current executive pay practices under this non‑binding say‑on‑pay proposal.

What was the outcome of Belden’s 2021 Long Term Incentive Plan amendment vote?

Shareholders approved the amended and restated Belden Inc. 2021 Long Term Incentive Plan. Voting results showed 35,776,894 shares for, 798,210 against, 28,293 abstentions, and 935,100 broker non‑votes, indicating strong support for the company’s revised long‑term equity incentive framework.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 05/26/2026 - 03:52 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 21, 2026

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

_____________________

Delaware

001-12561

36-3601505

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 North Brentwood Boulevard, 15th Floor

St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this 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, $0.01 par value

BDC

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 (§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 21, 2026, Belden Inc. (the “Company”) held its regular Annual Meeting of Stockholders. The stockholders considered four proposals. The results of the voting were as follows:

Proposal 1: Election of Ten Directors for a One-Year Term.


	Shares Voted For	Shares Voted Against	Abstained	Broker Non-Votes

David Aldrich	34,331,526	2,251,352	20,519	935,100
Adel Al-Saleh	36,446,381	134,693	22,323	935,100
Lance C. Balk	35,717,858	865,032	20,507	935,100
Diane D. Brink	36,117,835	471,554	14,008	935,100
Judy L. Brown	35,750,795	821,496	31,016	935,100
Nancy Calderon	36,451,918	137,849	13,630	935,100
Ashish Chand	36,171,985	394,723	36,689	935,100
Jonathan C. Klein	35,922,377	664,125	16,895	935,100
YY Lee	36,323,711	250,958	28,728	935,100
Gregory J. McCray	36,081,816	505,776	15,805	935,100

Proposal 2: Ratification of Ernst & Young as Independent Registered Public Accountant.


For	Against	Abstain
36,294,064	1,226,369	18,064

Proposal 3: Advisory Vote on Executive Compensation.


For	Against	Abstain	Broker Non-Votes
36,210,874	362,824	29,699	935,100

Proposal 4: Approval of the Amended and Restated Belden Inc. 2021 Long Term Incentive Plan.


For	Against	Abstain	Broker Non-Votes
35,776,894	798,210	28,293	935,100

SIGNATURES

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.

BELDEN INC.

Date: May 26, 2026

By:

/s/ Brian E. Anderson

Brian E. Anderson

Executive Vice President - Chief Legal

and Risk Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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