Calumet (CLMT) investors back directors, executive pay and Grant Thornton at 2026 meeting

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8-K Event Classification

Key Figures

Key Terms

What did Calumet, Inc. (CLMT) stockholders approve at the 2026 Annual Meeting?

How did Calumet, Inc. (CLMT) stockholders vote on director elections in 2026?

Was Calumet, Inc. (CLMT) executive compensation supported by stockholders?

Which audit firm did Calumet, Inc. (CLMT) stockholders ratify for 2026?

How many broker non-votes occurred in Calumet, Inc. (CLMT) 2026 director elections?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Calumet, Inc. reported voting results from its 2026 Annual Meeting of Stockholders held on June 2, 2026. Stockholders elected three Class II directors—Todd Borgmann, Daniel J. Sajkowski, and Bradford T. Sanders—to serve until the 2029 annual meeting.

Support for the director nominees ranged from 50,332,470 to 51,130,433 votes in favor, with 19,926,638 broker non-votes recorded for each nominee. Stockholders also approved, on a non-binding advisory basis, the Company’s executive compensation, with 50,222,235 votes for, 956,685 against, and 276,087 abstentions.

In addition, stockholders ratified the selection of Grant Thornton LLP as the independent registered public accounting firm for the year ending December 31, 2026, receiving 70,973,872 votes for, 194,987 against, and 212,786 abstentions.

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.

Votes for Borgmann: 51,089,604 votes Votes for Sajkowski: 50,332,470 votes Votes for Sanders: 51,130,433 votes +4 more

7 metrics

Votes for Borgmann 51,089,604 votes Class II director election at 2026 Annual Meeting

Votes for Sajkowski 50,332,470 votes Class II director election at 2026 Annual Meeting

Votes for Sanders 51,130,433 votes Class II director election at 2026 Annual Meeting

Say-on-pay support 50,222,235 votes for Advisory vote on executive compensation

Say-on-pay opposition 956,685 votes against Advisory vote on executive compensation

Auditor ratification support 70,973,872 votes for Ratification of Grant Thornton LLP for 2026

Broker non-votes on director items 19,926,638 broker non-votes Each Class II director proposal

broker non-votes, non-binding, advisory basis, independent registered public accounting firm, Class II directors

4 terms

broker non-votes financial

"Broker Non-Votes: 19,926,638"

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, advisory basis regulatory

"approved, on a non-binding, advisory basis, the Company’s executive compensation"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

independent registered public accounting firm regulatory

"ratified the selection of Grant Thornton LLP 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.

Class II directors regulatory

"elected the three Class II director nominees listed below as directors of the Company"

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Understanding 8-K Material Events →

06/03/2026 - 04:31 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): June 2, 2026

CALUMET, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42172

36-5098520

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

1060 N. Capital Avenue

Suite 6-401

Indianapolis, Indiana 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 328-5660

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 $0.01 per share

CLMT

The Nasdaq Stock Market LLC

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 June 2, 2026, Calumet, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s stockholders voted on three proposals as described below.

Proposal No. 1 - Election of Class II Directors

The Company’s stockholders elected the three Class II director nominees listed below as directors of the Company, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The voting results were as follows:


Nominees	For		Withhold		Broker Non-Votes
Todd Borgmann		51,089,604		365,403		19,926,638
Daniel J. Sajkowski		50,332,470		1,122,537		19,926,638
Bradford T. Sanders		51,130,433		324,574		19,926,638

Proposal No. 2 - Advisory Vote to Approve Executive Compensation

The Company’s stockholders approved, on a non-binding, advisory basis, the Company’s executive compensation. The voting results were as follows:


For:			50,222,235
Against:			956,685
Abstain:			276,087
Broker Non-Votes:			19,926,638

Proposal No. 3 - Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:


For:			70,973,872
Against:			194,987
Abstain:			212,786

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.

Source: View Original Filing on SEC EDGAR

Calumet, Inc. stockholders elected three Class II directors, approved executive compensation on an advisory basis, and ratified Grant Thornton LLP as independent auditor for 2026. These outcomes confirm the existing board slate, pay practices, and audit firm for the coming year.

Stockholders elected Todd Borgmann, Daniel J. Sajkowski, and Bradford T. Sanders as Class II directors to serve until the 2029 annual meeting. Each nominee received over 50 million votes in favor, alongside 19,926,638 broker non-votes on each director proposal.

Yes. The advisory vote on executive compensation received 50,222,235 votes for, 956,685 against, and 276,087 abstentions. This non-binding approval indicates majority stockholder support for the company’s current executive pay program as presented for the 2026 Annual Meeting.

Stockholders ratified Grant Thornton LLP as Calumet, Inc.’s independent registered public accounting firm for the year ending December 31, 2026. The firm received 70,973,872 votes for, 194,987 against, and 212,786 abstentions, reflecting strong support for the existing audit relationship.

Each Class II director election recorded 19,926,638 broker non-votes. Broker non-votes arise when brokers hold shares in street name and do not receive specific voting instructions from beneficial owners on non-routine proposals such as director elections or advisory pay votes.

CALUMET, INC.

Date: June 3, 2026

/s/ David Lunin

David Lunin

Executive Vice President and Chief Financial Officer

3 documents