TopBuild (NYSE: BLD) holders approve directors, auditor and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

TopBuild Corp. held its Annual Meeting of Shareholders on April 27, 2026, where shareholders elected all nominated directors to serve until the 2027 annual meeting. Support for each director ranged around 24.6–25.1 million votes "For," with broker non-votes of 969,604 on each director item.

Shareholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 25,970,412 votes "For" and 620,607 "Against." In addition, they approved, on an advisory basis, the compensation of the company’s named executive officers, receiving 24,469,791 votes "For" and 1,124,622 "Against."

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

Highest director "For" votes: 25,110,818 votes Auditor ratification "For" votes: 25,970,412 votes Auditor ratification "Against" votes: 620,607 votes +3 more

6 metrics

Highest director "For" votes 25,110,818 votes Votes "For" Robert M. Buck’s election as director

Auditor ratification "For" votes 25,970,412 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Auditor ratification "Against" votes 620,607 votes Votes "Against" ratifying PricewaterhouseCoopers LLP

Say-on-pay "For" votes 24,469,791 votes Advisory approval of named executive officer compensation

Say-on-pay "Against" votes 1,124,622 votes Votes "Against" advisory executive compensation proposal

Broker non-votes on director items 969,604 shares Broker non-votes recorded for each director election and say-on-pay proposal

Key Terms

Annual Meeting of Shareholders, broker non-votes, independent registered public accounting firm, advisory basis, +1 more

5 terms

Annual Meeting of Shareholders financial

"On April 27, 2026, TopBuild Corp. (the “Company”) held its Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"Votes “For” | Votes “Against” | Abstentions | 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

"PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm"

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

"Approval, on an advisory basis, of the compensation of the Company’s named executive officers"

named executive officers financial

"the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

04/27/2026 - 04:05 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): April 27, 2026

TopBuild Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-36870	47-3096382
(State or other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

475 North Williamson Boulevard

Daytona Beach, Florida

32114

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (386) 304-2200

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(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BLD	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 April 27, 2026, TopBuild Corp. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The final voting results for each of the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:

Proposal 1: Election of directors to serve until the Company’s 2027 Annual Meeting of Shareholders.


	Votes “For”	Votes “Against”	Abstentions	Broker Non-Votes
Alec C. Covington	24,742,352	878,448	23,607	969,604
Ernesto Bautista, III	24,876,658	743,077	24,779	969,604
Robert M. Buck	25,110,818	514,103	19,593	969,604
Joseph S. Cantie	24,777,373	846,737	20,404	969,604
Tina M. Donikowski	24,837,608	782,024	24,882	969,604
Deirdre C. Drake	24,878,091	742,243	24,180	969,604
Mark A. Petrarca	24,715,005	909,947	19,562	969,604
Nancy M. Taylor	24,634,046	806,103	204,365	969,604

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes “For”		Votes “Against”		Abstentions		Broker Non-Votes
25,970,412		620,607		23,099		0

Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.


Votes “For”	Votes “Against”	Abstentions	Broker Non-Votes
24,469,791	1,124,622	50,101	969,604

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.


	TOPBUILD CORP.

	By:	/s/ Madeline Otero
		Name:	Madeline Otero
		Title:	Vice President and Chief Accounting Officer (Principal Accounting Officer)
Dated: April 27, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did TopBuild (BLD) shareholders vote on at the April 27, 2026 annual meeting?

Shareholders voted on three key items: electing directors to serve until the 2027 annual meeting, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and approving on an advisory basis the compensation of named executive officers, commonly called the say-on-pay vote.

Were TopBuild (BLD) director nominees elected at the 2026 annual meeting?

Yes. All listed director nominees, including Alec C. Covington, Ernesto Bautista III, Robert M. Buck, and others, received more votes "For" than "Against." For example, Robert M. Buck received 25,110,818 votes "For" versus 514,103 "Against," plus 969,604 broker non-votes.

Did TopBuild (BLD) shareholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as TopBuild’s independent registered public accounting firm for the year ending December 31, 2026, with 25,970,412 votes "For," 620,607 votes "Against," and 23,099 abstentions, with no broker non-votes recorded on this proposal.

How did TopBuild (BLD) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of TopBuild’s named executive officers. The say-on-pay proposal received 24,469,791 votes "For," 1,124,622 votes "Against," 50,101 abstentions, and 969,604 broker non-votes, indicating overall support for the company’s executive pay practices.

Which TopBuild (BLD) director nominee received the highest number of votes "For"?

Among the listed nominees, Robert M. Buck received the highest number of votes "For," with 25,110,818 supporting his election. He had 514,103 votes "Against," 19,593 abstentions, and 969,604 broker non-votes, reflecting strong shareholder support relative to other nominees.

How many broker non-votes occurred on TopBuild (BLD) 2026 director and say-on-pay proposals?

For each director election and the advisory say-on-pay proposal, broker non-votes totaled 969,604 shares. Broker non-votes represent shares held by brokers that were not instructed on certain proposals and therefore were not counted as "For," "Against," or abstentions for those items.

Filing Exhibits & Attachments

3 documents