Benchmark Electronics (NYSE: BHE) investors back board, pay and KPMG

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Benchmark Electronics, Inc. reported that shareholders approved all proposals at the Annual Meeting held on May 28, 2026. All director nominees were elected to serve until the 2027 annual meeting, each receiving over 31 million votes in favor.

On an advisory basis, shareholders approved compensation for the company’s named executive officers, with about 32.1 million votes for and relatively few against or abstaining. Shareholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for 2026 and approved an amendment to the 2019 Omnibus Incentive Compensation 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

Say-on-pay votes for: 32,118,770 votes Say-on-pay votes against: 260,645 votes KPMG ratification votes for: 32,479,767 votes +3 more

6 metrics

Say-on-pay votes for 32,118,770 votes Advisory approval of executive compensation

Say-on-pay votes against 260,645 votes Advisory approval of executive compensation

KPMG ratification votes for 32,479,767 votes Ratification of 2026 independent registered public accounting firm

KPMG ratification votes against 1,238,630 votes Ratification of 2026 independent registered public accounting firm

Omnibus plan amendment votes for 31,499,913 votes Approval of amendment to 2019 Omnibus Incentive Compensation Plan

Director example - votes for Glynis A. Bryan 32,374,526 votes Election to Board of Directors until 2027 meeting

Key Terms

Emerging growth company, independent registered public accounting firm, advisory basis, 2019 Omnibus Incentive Compensation Plan, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."

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.

independent registered public accounting firm financial

"The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026 is approved"

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.

advisory basis financial

"On an advisory basis, the compensation of the Company’s named executive officers is approved based on the following votes"

2019 Omnibus Incentive Compensation Plan financial

"The proposal to amend the 2019 Omnibus Incentive Compensation Plan was approved based on the following votes"

Non-Vote financial

Understanding 8-K Material Events →

05/29/2026 - 03:19 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 28, 2026

    

BENCHMARK ELECTRONICS, INC.

(Exact name of Registrant as Specified in Its Charter)


Texas	001-10560	74-2211011
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

56 South Rockford Drive
Tempe, Arizona		85288
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (623) 300-7000

    

     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:

☐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, par value $0.10 per share	BHE	The 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.

The Annual Meeting was held on May 28, 2026. All proposals were approved. The voting results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are set forth below.

1) The nominees for election to the Board of Directors are elected to serve and will hold office until the Company’s 2027 Annual Meeting of Shareholders and until their respective successors are elected and qualified based on the following votes:


Name	For	Against	Abstain	Non-Vote
David W. Scheible	31,771,367	694,590	33,104	1,332,273
Douglas M. Britt	32,297,760	174,933	26,368	1,332,273
Glynis A. Bryan	32,374,526	98,212	26,323	1,332,273
Anne De Greef-Safft	32,282,356	179,514	37,191	1,332,273
Kenneth T. Lamneck	31,579,477	886,597	32,987	1,332,273
David A. Moezidis	32,458,018	13,926	27,117	1,332,273
Michael D. Slessor	32,416,622	55,970	26,469	1,332,273
Charles M. Swoboda	32,416,622	55,970	26,469	1,332,273
Lynn A. Wentworth	32,271,813	189,945	37,303	1,332,273

2) On an advisory basis, the compensation of the Company’s named executive officers is approved based on the following votes:


For	Against	Abstain	Non-Vote
32,118,770	260,645	119,646	1,332,273

3) The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026 is approved based on the following votes:


For	Against	Abstain	Non-Vote
32,479,767	1,238,630	112,937	—

4) The proposal to amend the 2019 Omnibus Incentive Compensation Plan was approved based on the following votes:


For	Against	Abstain	Non-Vote
31,499,913	884,076	115,072	1,332,273

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 thereunto duly authorized.


			BENCHMARK ELECTRONICS, INC.

Date:	May 29, 2026	By:	/s/ Stephen J. Beaver
			Stephen J. Beaver, Esq. Senior Vice President, General Counsel and Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Benchmark Electronics (BHE) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing all director nominees, approving executive compensation on an advisory basis, ratifying KPMG LLP as auditor for 2026, and amending the 2019 Omnibus Incentive Compensation Plan, signaling broad support for the company’s governance and compensation framework.

How did Benchmark Electronics (BHE) shareholders vote on director elections?

All nominated directors were elected, each receiving over 31 million votes in favor. For example, Glynis A. Bryan received 32,374,526 votes for and 98,212 against, indicating strong shareholder backing for the board’s composition for the term through the 2027 annual meeting.

Was Benchmark Electronics’ executive compensation (say-on-pay) approved?

Yes, shareholders approved executive compensation on an advisory basis with 32,118,770 votes for, 260,645 against, and 119,646 abstentions. This advisory vote reflects shareholder support for how Benchmark Electronics structures and awards pay to its named executive officers for the reported period.

Did Benchmark Electronics shareholders ratify KPMG as the 2026 auditor?

Yes, the appointment of KPMG LLP as independent registered public accounting firm for 2026 was ratified with 32,479,767 votes for, 1,238,630 against, and 112,937 abstentions. This confirms shareholder acceptance of KPMG’s role in auditing the company’s 2026 financial statements.

What change was approved to Benchmark Electronics’ 2019 Omnibus Incentive Compensation Plan?

Shareholders approved an amendment to the 2019 Omnibus Incentive Compensation Plan with 31,499,913 votes for, 884,076 against, and 115,072 abstentions. The filing confirms approval of the amendment but does not detail specific plan changes within the provided excerpt.

When did Benchmark Electronics hold its 2026 annual shareholders’ meeting?

The annual meeting of shareholders was held on May 28, 2026. At this meeting, investors voted on director elections, an advisory resolution on executive compensation, ratification of KPMG LLP as auditor for 2026, and an amendment to the 2019 Omnibus Incentive Compensation Plan.

Filing Exhibits & Attachments

1 document