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Bel Fuse (NASDAQ: BELFA) investors approve 2026 equity plan and defeat share-conversion proposal

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8-K

Rhea-AI Filing Summary

Bel Fuse Inc. reported results of its 2026 annual shareholder meeting and a management role change. Shareholders elected Rita V. Smith and Jacqueline Brito to three-year board terms, ratified Deloitte & Touche LLP as independent auditor for 2026, and approved the advisory vote on executive pay. They also approved the 2026 Equity Compensation Plan and rejected a shareholder proposal that would have allowed Class A shareholders to convert their shares into Class B stock. Separately, as part of a strategic realignment into Aerospace, Defense & Rugged Solutions and Industrial Technology & Data Solutions, Bel named Kenneth Lai Senior Vice President ITDS, expanding his responsibilities, and determined he is no longer an executive officer as defined under Exchange Act rules.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Class A shares outstanding 2,115,263 shares Outstanding and entitled to vote as of March 31, 2026
Class A shares represented 1,914,319 shares Represented in person or by proxy at 2026 annual meeting
Votes for Rita V. Smith 1,339,144 votes Director election at 2026 annual meeting
Votes for Jacqueline Brito 1,303,369 votes Director election at 2026 annual meeting
Auditor ratification votes for 1,785,986 votes Deloitte & Touche LLP as 2026 auditor
Say-on-pay votes for 1,564,823 votes Advisory approval of executive compensation
2026 Plan votes for 1,571,450 votes Approval of 2026 Equity Compensation Plan
Shareholder proposal votes against 1,016,457 votes Against Class A to Class B conversion proposal
Aerospace, Defense & Rugged Solutions financial
"began reporting results under the Aerospace, Defense & Rugged Solutions and Industrial Technology & Data Solutions"
Industrial Technology & Data Solutions financial
"under the Aerospace, Defense & Rugged Solutions and Industrial Technology & Data Solutions (“ITDS”) reportable segments"
2026 Equity Compensation Plan financial
"The approval of the 2026 Equity Compensation Plan (previously approved by the board of directors of the Company) (the "2026 Plan")."
broker non-votes financial
"1,564,823 | | 20,528 | | 170,550 | | 158,418 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.
independent registered public accounting firm financial
"designation of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026."
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.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.
Understanding 8-K Material Events →
false 0000729580 0000729580 2026-05-22 2026-05-22 0000729580 belfa:ClassACommonStockCustomMember 2026-05-22 2026-05-22 0000729580 belfa:ClassBCommonStockCustomMember 2026-05-22 2026-05-22
 
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 22, 2026
BEL FUSE INC /NJ
 
BEL FUSE INC.
(Exact Name of Registrant as Specified in its Charter)
 
New Jersey
 
000-11676
 
22-1463699
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
300 Executive Drive, Suite 300, West Orange, New Jersey
 
07052
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (201) 432-0463
 
 
Not Applicable
(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 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 Exchange on Which Registered
Class A Common Stock ($0.10 par value)
  
BELFA
  
Nasdaq Global Select Market
Class B Common Stock ($0.10 par value)
  
BELFB
  
Nasdaq Global Select Market
 
 
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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
As previously announced, effective the first quarter of 2026, Bel Fuse Inc. (“Bel” or the “Company”) began reporting results under the Aerospace, Defense & Rugged Solutions and Industrial Technology & Data Solutions (“ITDS”) reportable segments as part of a strategic realignment of its business units. In furtherance of this realignment, on May 22, 2026, the Company determined to name Kenneth Lai as Senior Vice President ITDS, effective late second quarter or early third quarter of 2026. In this role, Mr. Lai’s responsibilities expand to include the Company’s India and private label operations, in addition to China and other Asia locations. As a result of this change in responsibilities, Mr. Lai is no longer determined to be an “executive officer” or “officer” of the Company as defined in Rules 3b-7 and 16a-1(f) under the Securities Exchange Act of 1934, as amended, respectively.
 
The information regarding the 2026 Plan (as defined below) in Item 5.07 is incorporated herein by reference.
 
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
On May 26, 2026, Bel held its 2026 annual meeting of shareholders (the "2026 Annual Meeting"). At the 2026 Annual Meeting, the shareholders voted on the following proposals set forth below, as described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2026 (the "Proxy Statement").
 
As indicated in the Proxy Statement, holders of record of the Company's Class A Common Stock at the close of business on March 31, 2026 (the record date fixed by the board of directors (the "Board")) were entitled to receive notice of, and to vote at, the 2026 Annual Meeting.  At the close of business on the record date, there were a total of 2,115,263 shares of Class A Common Stock outstanding and entitled to vote at the 2026 Annual Meeting, each of which was entitled to one vote on all matters.
 
A total of 1,914,319 shares of Class A Common Stock were represented in person or by proxy at the 2026 Annual Meeting and entitled to vote. The final voting results from the 2026 Annual Meeting are as follows:
 
Proposal 1: The election of two nominees to serve as directors for three-year terms. The directors were elected by the following votes:
 
Name
 
For
 
Withheld
 
Broker Non-Votes
Rita V. Smith
 
1,339,144
 
416,757
 
158,418
Jacqueline Brito
 
1,303,369
 
452,532
 
 158,418
 
 
Proposal 2: The ratification of the designation of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026. This proposal was approved by the following votes:
 
For
 
Against
 
Abstentions
 
1,785,986
 
428
 
127,905
 
 
 
Proposal 3: The approval, on an advisory basis, of the executive compensation of the Company's named executive officers. This proposal was approved by the following votes:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
1,564,823
 
20,528
 
170,550
 
158,418
 
 
Proposal 4: The approval of the 2026 Equity Compensation Plan (previously approved by the board of directors of the Company) (the "2026 Plan"). This proposal was approved by the following votes:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
1,571,450
 
13,739
 
170,712
 
158,418
 
The material features of the 2026 Plan are described in Proposal 4 of the Proxy Statement, as qualified entirely by reference to the 2026 Plan filed as Exhibit 10.1 hereto. This description of the 2026 Plan and Exhibit 10.1 are also incorporated herein by reference.
 
 
Proposal 5: A shareholder proposal to provide Class A Common Shareholders with the right to convert their shares into Class B Common Stock. This proposal was rejected by the following votes:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
736,905
 
1,016,457
 
2,539
 
158,418
 
 
Item 9.01. Financial Statements and Exhibits
 
(d) Exhibits
Exhibit No.
 
Description
10.1
 
 2026 Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 10, 2026).*
 
* Management contract or compensatory plan or arrangement.
 
 
 
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.
 
Date: May 28, 2026
 BEL FUSE INC.
 
 (Registrant)
 
 
 
 
By:  
 /s/ Farouq Tuweiq
 
 Farouq Tuweiq
 
 President and Chief Executive Officer
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What director elections did Bel Fuse (BELFA) shareholders approve at the 2026 annual meeting?

Shareholders elected Rita V. Smith and Jacqueline Brito to three-year board terms. Smith received 1,339,144 votes for and Brito 1,303,369 votes for, with broker non-votes recorded for both director elections.

Did Bel Fuse (BELFA) shareholders approve the 2026 Equity Compensation Plan?

Yes, shareholders approved Bel Fuse’s 2026 Equity Compensation Plan. The plan received 1,571,450 votes for, 13,739 against, 170,712 abstentions, and 158,418 broker non-votes, following prior approval by the company’s board of directors.

How did Bel Fuse (BELFA) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the executive compensation of Bel Fuse’s named executive officers. The say-on-pay proposal received 1,564,823 votes for, 20,528 against, 170,550 abstentions, and 158,418 broker non-votes at the 2026 annual meeting.

Was the Bel Fuse (BELFA) shareholder proposal on Class A to Class B conversion approved?

No, the shareholder proposal to allow Class A shareholders to convert into Class B common stock was rejected. It received 736,905 votes for, 1,016,457 against, 2,539 abstentions, and 158,418 broker non-votes, so it did not pass.

What auditor did Bel Fuse (BELFA) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as Bel Fuse’s independent registered public accounting firm for 2026. The auditor ratification received 1,785,986 votes for, 428 against, and 127,905 abstentions at the 2026 annual meeting.

What management role change involving Kenneth Lai did Bel Fuse (BELFA) disclose?

Bel Fuse named Kenneth Lai Senior Vice President ITDS, with effectiveness in late second or early third quarter 2026. His responsibilities expand to India and private label operations, and he is no longer considered an executive officer under Exchange Act rules.

How many Bel Fuse (BELFA) Class A shares were eligible and represented at the 2026 meeting?

There were 2,115,263 Class A common shares outstanding and entitled to vote as of March 31, 2026. A total of 1,914,319 Class A shares were represented in person or by proxy at the 2026 annual meeting.

Filing Exhibits & Attachments

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