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Core Molding Technologies (CMT) investors support directors, pay plan and Crowe LLP auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Core Molding Technologies, Inc. reported the results of its annual shareholder meeting. As of the record date, 9,203,045 common shares were outstanding and entitled to vote, with 7,671,210 shares present or represented by proxy, constituting a quorum.

Seven director nominees each received substantially more votes "for" than "withheld," with support ranging from 6,089,027 to 6,489,061 votes. The non-binding advisory vote on executive compensation received 6,356,450 votes for versus 54,757 against.

Shareholders also cast 5,232,267 votes for and 1,270,364 against an amendment to the 2021 Long-Term Equity Incentive Plan. Ratification of Crowe LLP as independent registered public accounting firm for the year ended December 31, 2026 received 7,099,013 votes for and 571,111 against.

Positive

  • None.

Negative

  • None.
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.
Shares outstanding entitled to vote 9,203,045 shares Common stock as of record date for annual meeting
Shares present or by proxy 7,671,210 shares Shares represented at annual meeting, constituting a quorum
Highest director support 6,489,061 votes for Votes for director nominee David L. Duvall
Say-on-pay support 6,356,450 votes for Advisory vote on named executive officer compensation
Equity plan amendment support 5,232,267 votes for Amendment to 2021 Long-Term Equity Incentive Plan
Auditor ratification support 7,099,013 votes for Ratification of Crowe LLP for year ended December 31, 2026
broker non-votes financial
"Broker non-votes were not treated as a vote for or against any particular director nominee nor the advisory vote on executive compensation."
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 vote financial
"Proposal 2 — Non-binding advisory vote on the compensation of the named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
2021 Long-Term Equity Incentive Plan financial
"Proposal 3 — Approve an amendment to the 2021 Long-Term Equity Incentive Plan"
independent registered public accounting firm financial
"Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for year ended December 31, 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.
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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 14, 2026
 
Core Molding Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-12505
31-1481870
(State or other jurisdiction
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
800 Manor Park Drive, Columbus, Ohio
43228-0183
(Address of principal executive office)
(Zip Code)
Registrant’s telephone number, including area code: (614870-5000
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01CMTNYSE American LLC
Preferred Stock purchase rights, par value $0.01N/ANYSE American 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 5.07Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of Core Molding Technologies, Inc. (the “Company”) was held on May 14, 2026. As of the record date, there were a total of 9,203,045 shares of common stock outstanding and entitled to vote at the Annual Meeting. A total of 7,671,210 shares of the Company’s common stock entitled to vote were present or represented by proxy at the Annual Meeting constituting a quorum. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present. Broker non-votes were not treated as a vote for or against any particular director nominee nor the advisory vote on executive compensation. For more information on the four proposals see the Company's definitive proxy statement dated April 6, 2026.

The results are as of follows:

Proposal 1 — Election of seven directors to serve until the next annual meeting of stockholders.
NomineesVotes ForVotes WithheldBroker Non-Votes
David L. Duvall6,489,06119,1341,163,015
Thomas R. Cellitti6,348,957159,2381,163,015
Ralph O. Hellmold6,337,452170,7431,163,015
Matthew E. Jauchius6,436,08872,1071,163,015
Sandra L. Kowaleski6,089,027419,1681,163,015
Salvador Minarro6,474,23833,9571,163,015
Andrew O. Smith6,460,37147,8241,163,015
Proposal 2 — Non-binding advisory vote on the compensation of the named executive officers

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
6,356,45054,75796,9881,163,015

Proposal 3 — Approve an amendment to the 2021 Long-Term Equity Incentive Plan
Votes ForVotes AgainstVotes AbstainBroker Non-Votes
5,232,2671,270,3645,5641,163,015

Proposal 4 — Ratification of the appointment of Crowe LLP as our independent registered public accounting firm for year ended December 31, 2026.
Votes ForVotes AgainstVotes Abstain
7,099,013571,1111,086



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.

CORE MOLDING TECHNOLOGIES, INC.
Date: May 15, 2026By:
/s/ Alex J. Panda
Name:Alex J. Panda
Title:Executive Vice President, Secretary, Treasurer and Chief Financial Officer

FAQ

How many Core Molding Technologies (CMT) shares were eligible to vote at the annual meeting?

A total of 9,203,045 shares of Core Molding Technologies common stock were outstanding and entitled to vote as of the record date. This figure represents all shares eligible to participate in the 2026 annual shareholder meeting and related proposals.

Did Core Molding Technologies (CMT) have a quorum at the 2026 annual meeting?

Yes, the company reached a quorum with 7,671,210 shares present or represented by proxy at the annual meeting. This number of voting shares was sufficient under applicable rules to conduct official business and vote on all four proposals.

How did Core Molding Technologies (CMT) shareholders vote on executive compensation?

In the non-binding advisory vote on named executive officer compensation, shareholders cast 6,356,450 votes for, 54,757 against and 96,988 abstentions, with 1,163,015 broker non-votes. This indicates a substantial majority of votes cast supported the compensation program.

What were the results for the Core Molding (CMT) 2021 Long-Term Equity Incentive Plan amendment?

The amendment to the 2021 Long-Term Equity Incentive Plan received 5,232,267 votes for, 1,270,364 against and 5,564 abstentions, plus 1,163,015 broker non-votes. Shareholder support exceeded opposition based on votes cast for and against this equity plan change.

How did Core Molding Technologies (CMT) shareholders vote on the Crowe LLP auditor ratification?

Shareholders cast 7,099,013 votes for ratifying Crowe LLP as independent registered public accounting firm, 571,111 votes against and 1,086 abstentions. The votes in favor significantly exceeded those against for the 2026 audit engagement.

Were Core Molding Technologies (CMT) director nominees supported by shareholders?

Each of the seven director nominees received many more votes for than votes withheld. Individual support ranged from 6,089,027 to 6,489,061 votes for, with between 19,134 and 419,168 votes withheld, plus 1,163,015 broker non-votes for each nominee.

Filing Exhibits & Attachments

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