Americold (NYSE: COLD) shareholders back board, pay and 2026 auditor at meeting

Rhea-AI Filing Summary

Americold Realty Trust, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 18, 2026. Stockholders elected all ten director nominees, with for votes generally well above against votes for each candidate.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with approximately 214.8 million votes for and 24.2 million against. They also ratified the appointment of the independent registered public accounting firm for 2026 by a wide margin, with about 258.8 million votes for.

In addition, stockholders cast an advisory vote on director removal with or without cause, with about 147.7 million votes for and 91.3 million against, plus broker non-votes reported on that proposal.

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

Votes for highest-supported director: 237,316,870 votes Say-on-pay for votes: 214,778,376 votes Say-on-pay against votes: 24,244,393 votes +5 more

8 metrics

Votes for highest-supported director 237,316,870 votes For Stephen R. Sleigh, director election at 2026 Annual Meeting

Say-on-pay for votes 214,778,376 votes Advisory vote on compensation of named executive officers

Say-on-pay against votes 24,244,393 votes Advisory vote on compensation of named executive officers

Auditor ratification for votes 258,810,182 votes Ratification of independent registered public accounting firm for 2026

Auditor ratification against votes 3,072,024 votes Ratification of independent registered public accounting firm for 2026

Director removal for votes 147,674,543 votes Advisory vote on director removal with or without cause

Director removal against votes 91,335,075 votes Advisory vote on director removal with or without cause

Broker non-votes on key proposals 22,795,751 shares Broker non-votes on director elections and advisory proposals

Key Terms

Broker Non-Votes, Advisory Vote, Named Executive Officers, Independent Registered Public Accounting Firm, +2 more

6 terms

Broker Non-Votes financial

"Director Nominees | For | Against | Abstain | 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.

Advisory Vote financial

"Proposal Two: Advisory Vote on Compensation of Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Named Executive Officers financial

"Proposal Two: Advisory Vote on Compensation of 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.

Independent Registered Public Accounting Firm financial

"Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm for 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.

Emerging growth company regulatory

"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"

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.

Submission of Matters to a Vote of Security Holders regulatory

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

Understanding 8-K Material Events →

false000145586300014558632026-05-182026-05-18

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 18, 2026

Americold Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland			001-34723			93-0295215
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

10 Glenlake Parkway,			South Tower, Suite 600
Atlanta,			Georgia						30328
(Address of principal executive offices)									(Zip Code)

(678) 441-1400

(Registrant’s telephone number, including area code)

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 (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))

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. ☐

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, $0.01 par value per share

COLD

New York Stock Exchange

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Americold Realty Trust, Inc. (the "Company") 2026 Annual Meeting of Stockholders, held on Monday, May 18, 2026, the following matters were submitted to a vote of the stockholders:

Proposal One: Election of Directors

Director Nominees			For			Against			Abstain			Broker Non-Votes
Kelly H. Barrett			228,973,130			10,345,966			193,271			22,795,751
Robert L. Bass			215,783,625			23,535,374			193,368			22,795,751
Robert S. Chambers			233,525,236			5,819,940			167,191			22,795,751
Antonio F. Fernandez			210,227,677			28,799,979			484,711			22,795,751
Pamela K. Kohn			230,081,515			9,249,821			181,031			22,795,751
David J. Neithercut			230,083,527			9,187,887			240,953			22,795,751
Mark R. Patterson			178,868,292			60,412,625			231,450			22,795,751
Andrew P. Power			222,834,022			16,474,157			204,188			22,795,751
Joseph E. Reece			236,917,855			2,361,720			232,792			22,795,751
Stephen R. Sleigh			237,316,870			1,895,932			299,565			22,795,751

Proposal Two: Advisory Vote on Compensation of Named Executive Officers

For			Against			Abstain			Broker Non-Votes
214,778,376			24,244,393			489,598			22,795,751

Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm for 2026

For			Against			Abstain
258,810,182			3,072,024			425,912

Proposal Four: Advisory Vote on Director Removal With or Without Cause

For			Against			Abstain			Broker Non-Votes
147,674,543			91,335,075			502,749			22,795,751

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 19, 2026

			Americold Realty Trust, Inc.
			By:			/s/ Christopher J. Papa
						Name: Christopher J. Papa
						Title: Executive Vice President, Chief Financial Officer

FAQ

What did Americold Realty Trust, Inc. (COLD) report from its 2026 Annual Meeting?

Americold Realty Trust, Inc. reported final voting results from its 2026 Annual Meeting. Stockholders elected all director nominees, approved executive compensation on an advisory basis, ratified the 2026 independent auditor, and provided an advisory vote regarding director removal with or without cause.

Were all Americold (COLD) director nominees elected at the 2026 Annual Meeting?

Yes, all ten director nominees were elected by stockholders. Each nominee, including Kelly H. Barrett, Robert L. Bass, and others, received more votes cast “for” than “against,” with additional broker non-votes reported but not counted as votes against their election.

How did Americold (COLD) stockholders vote on executive compensation in 2026?

Stockholders approved the advisory vote on compensation of named executive officers. The proposal received 214,778,376 votes for, 24,244,393 votes against, and 489,598 abstentions, with 22,795,751 broker non-votes also reported on this advisory compensation resolution.

Did Americold (COLD) stockholders ratify the 2026 independent auditor?

Yes, stockholders ratified the appointment of the independent registered public accounting firm for 2026. The ratification received 258,810,182 votes for, 3,072,024 votes against, and 425,912 abstentions, indicating strong support for the selected audit firm for the 2026 period.

What were the results of Americold (COLD) stockholders’ vote on director removal?

On the advisory proposal regarding director removal with or without cause, stockholders cast 147,674,543 votes for, 91,335,075 votes against, and 502,749 abstentions, with 22,795,751 broker non-votes also recorded for this governance-related advisory proposal at the 2026 Annual Meeting.

How many broker non-votes were reported for Americold (COLD) voting items?

Broker non-votes were reported on the director elections and advisory proposals. For several items, including the director slate and say-on-pay vote, 22,795,751 broker non-votes were recorded, reflecting shares present but not entitled to vote on those specific proposals.

Filing Exhibits & Attachments

3 documents

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