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Compass Diversified (CODI) shareholders back board, pay plan and Grant Thornton in 2026 vote

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Compass Diversified Holdings and Compass Group Diversified Holdings LLC reported the results of their 2026 annual shareholder meeting held by virtual webcast. A total of 75,235,966 common shares were entitled to vote as of the March 24, 2026 record date, and 63,813,873 shares were represented, establishing a quorum.

Shareholders elected seven directors — Larry L. Enterline, Harold S. Edwards, Eugene L. Kim, Heidi Locke Simon, Nancy B. Mahon, Glenn R. Richter and Teri R. Shaffer — each to a one-year term ending at the 2027 annual meeting. Support levels varied by nominee but all received more votes "for" than "withheld".

Shareholders also approved the non-binding advisory "Say-on-Pay" proposal regarding executive compensation, with 40,494,598 votes for, 5,586,343 against, 5,777,566 abstentions and 11,955,366 broker non-votes. In addition, the appointment of Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026 was ratified, receiving 54,352,876 votes for, 2,325,347 against and 7,135,650 abstentions.

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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.
Shares entitled to vote 75,235,966 shares Common stock entitled to vote as of March 24, 2026 record date
Shares represented at meeting 63,813,873 shares Shares present in person or by proxy at 2026 annual meeting
Say-on-Pay votes for 40,494,598 votes Advisory vote approving executive compensation
Say-on-Pay votes against 5,586,343 votes Advisory vote opposing executive compensation
Auditor ratification votes for 54,352,876 votes Ratification of Grant Thornton LLP for fiscal year 2026
Auditor ratification votes against 2,325,347 votes Votes against Grant Thornton LLP as independent auditor
Broker non-votes 11,955,366 votes Broker non-votes on director and Say-on-Pay proposals
Annual Meeting of Shareholders financial
"held their 2026 Annual Meeting of Shareholders (the “Annual Meeting”), via virtual webcast."
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.
Say-on-Pay financial
"Advisory Vote Regarding Executive Compensation (“Say-on-Pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-vote financial
"For | Against | Abstain | Broker Non-Vote 40,494,598 | 5,586,343 | 5,777,566 | 11,955,366"
independent auditor financial
"ratification of the appointment of Grant Thornton LLP as independent auditor for the Company and the Trust"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
quorum financial
"There were 63,813,873 shares present in person or by proxy, constituting a quorum, at the Annual Meeting"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Understanding 8-K Material Events →
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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 21, 2026
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
Delaware 001-34927 57-6218917
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
(Exact name of registrant as specified in its charter)
Delaware 001-34926 20-3812051
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
301 Riverside Avenue, Second Floor, Westport, CT 06880
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203) 221-1703
Check the appropriate box below if the Form 8-K 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
Shares representing beneficial interests in Compass Diversified HoldingsCODINew York Stock Exchange
Series A Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR ANew York Stock Exchange
Series B Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR BNew York Stock Exchange
Series C Preferred Shares representing beneficial interests in Compass Diversified HoldingsCODI PR CNew 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. o


Section 5     Corporate Governance and Management
Item 5.07    Submission of Matters to a Vote of Security Holders

On May 21, 2026, Compass Diversified Holdings (the “Trust”) and Compass Group Diversified Holdings LLC (the “Company”) (NYSE: CODI) (collectively “CODI”) held their 2026 Annual Meeting of Shareholders (the “Annual Meeting”), via virtual webcast. A total of 75,235,966 shares of the Company’s common stock were entitled to vote as of March 24, 2026, the record date for the Annual Meeting. There were 63,813,873 shares present in person or by proxy, constituting a quorum, at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders and the final voting results of each such proposal.

Proposal 1. Election of Directors
With respect to the election of the following nominees as directors of the Company to hold office for a one-year term, ending at the 2027 Annual Meeting, the shareholders voted as set forth in the table below:
Director NomineesForWithheldBroker Non-Vote
Larry L. Enterline43,273,1968,585,31111,955,366
Harold S. Edwards46,532,9545,325,55311,955,366
Eugene L. Kim43,476,3028,382,20511,955,366
Heidi Locke Simon45,436,0146,422,49311,955,366
Nancy B. Mahon42,723,3679,135,14011,955,366
Glenn R. Richter43,512,7418,345,76611,955,366
Teri R. Shaffer41,501,43010,357,07711,955,366
Based on the votes set forth above, Mr. Enterline, Mr. Edwards, Mr. Kim, Ms. Locke Simon, Ms. Mahon, Mr. Richter and Ms. Shaffer were duly elected to serve as directors of the Company for a one-year term, ending at the 2027 Annual Meeting.

Proposal 2. Advisory Vote Regarding Executive Compensation (“Say-on-Pay”)
With respect to the non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement, the shareholders voted as set forth in the table below:
ForAgainstAbstainBroker Non-Vote
40,494,5985,586,3435,777,56611,955,366
Based on the votes set forth above, the shareholders approved the Say-on-Pay proposal.
Proposal 3. Ratification of Selection of Independent Auditor
The ratification of the appointment of Grant Thornton LLP as independent auditor for the Company and the Trust for the fiscal year ending December 31, 2026 received the following votes:
ForAgainstAbstainBroker Non-Vote
54,352,8762,325,3477,135,650—
Based on the votes set forth above, the ratification of the appointment of Grant Thornton LLP as the independent auditor for the Company and the Trust to serve for the 2026 fiscal year was duly ratified by the shareholders.



Section 9     Financial Statements and Exhibits
Item 9.01    Financial Statements and Exhibits
(d)    Exhibit.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.

Date: May 22, 2026COMPASS DIVERSIFIED HOLDINGS
By:/s/ Stephen Keller
Stephen Keller
Regular Trustee
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.

Date: May 22, 2026COMPASS GROUP DIVERSIFIED HOLDINGS LLC
By:/s/ Stephen Keller
Stephen Keller
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Compass Diversified (CODI) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing seven directors, an advisory Say-on-Pay resolution on executive compensation, and ratifying Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026. All three proposals received sufficient support and were approved.

How many Compass Diversified (CODI) shares were represented at the 2026 annual meeting?

At the 2026 annual meeting, 63,813,873 shares were present in person or by proxy out of 75,235,966 shares entitled to vote as of March 24, 2026. This level of participation constituted a quorum, allowing shareholder business to proceed.

Which directors were elected to the Compass Diversified (CODI) board in 2026 and for how long?

Shareholders elected Larry L. Enterline, Harold S. Edwards, Eugene L. Kim, Heidi Locke Simon, Nancy B. Mahon, Glenn R. Richter and Teri R. Shaffer. Each director was elected to serve a one-year term ending at the 2027 annual meeting, based on receiving more votes for than withheld.

What were the results of Compass Diversified’s (CODI) 2026 Say-on-Pay vote?

The advisory Say-on-Pay proposal on executive compensation received 40,494,598 votes for, 5,586,343 against and 5,777,566 abstentions, with 11,955,366 broker non-votes. Based on these results, shareholders approved the non-binding executive compensation resolution presented in the proxy statement.

Which audit firm did Compass Diversified (CODI) shareholders ratify for fiscal 2026?

Shareholders ratified Grant Thornton LLP as independent auditor for Compass Diversified Holdings and Compass Group Diversified Holdings LLC for the fiscal year ending December 31, 2026. The proposal received 54,352,876 votes for, 2,325,347 against and 7,135,650 abstentions, with no broker non-votes reported.

Did Compass Diversified (CODI) achieve a quorum at its 2026 annual shareholder meeting?

Yes. Of 75,235,966 shares entitled to vote as of the March 24, 2026 record date, 63,813,873 shares were present in person or by proxy. This participation level constituted a quorum, allowing voting on directors, Say-on-Pay, and auditor ratification.

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