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Custom Truck One Source (NYSE: CTOS) holders back board slate and Ernst & Young

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

Rhea-AI Filing Summary

Custom Truck One Source, Inc. reported the results of its annual stockholder meeting held on June 11, 2026. Stockholders elected three Class A directors—Paul Bader, Mark D. Ein, and David Glatt—to serve until the 2029 annual meeting and until their successors are elected and qualified.

Stockholders also ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, confirming support for the company’s external auditor. No other substantive business items were disclosed.

Positive

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Negative

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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.
Votes for Paul Bader 178,245,358 votes Election as Class A director at June 11, 2026 annual meeting
Votes for Mark D. Ein 177,818,159 votes Election as Class A director at June 11, 2026 annual meeting
Votes for David Glatt 176,968,280 votes Election as Class A director at June 11, 2026 annual meeting
Broker non-votes on director elections 9,154,365 shares Broker non-votes for each Class A director nominee
Votes to ratify Ernst & Young LLP 209,767,213 votes for Ratification as independent registered public accounting firm for 2026
Votes against auditor ratification 41,309 votes against Ernst & Young LLP ratification item
Abstentions on auditor ratification 733,257 abstentions Ernst & Young LLP ratification item
broker non-votes financial
"Nominee | For | Withheld | 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
"To ratify the appointment of Ernst & Young 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.
Inline XBRL technical
"Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
emerging growth company regulatory
"Emerging growth company"
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.
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Understanding 8-K Material Events →
FALSE000170968200017096822026-06-112026-06-11

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 11, 2026
CUSTOM TRUCK ONE SOURCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-38186 84-2531628
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
 
7701 Independence Avenue
Kansas City, Missouri
64125
(Address of principal executive offices)(Zip Code)
(816) 241-4888
(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:
☐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, $0.0001 par valueCTOSNew 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 June 11, 2026, the Company held an annual meeting of stockholders to vote on the following proposals, as described in more detail in the Company's Proxy Statement:

Proposal One: To elect three Class A directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. In accordance with the voting results listed below, each of the nominees was elected as a Class A director.

NomineeForWithheldBroker Non-Votes
Paul Bader178,245,35823,142,0569,154,365
Mark D. Ein177,818,15923,569,2559,154,365
David Glatt176,968,28024,419,1349,154,365

Proposal Two: To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2026. In accordance with the voting results listed below, the appointment of Ernst & Young LLP was ratified by stockholders.

ForAgainstAbstain
209,767,21341,309733,257


Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


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:
June 11, 2026
Custom Truck One Source, Inc.
   
/s/ Christopher J. Eperjesy
  Christopher J. Eperjesy
Chief Financial Officer




Source: View Original Filing on SEC EDGAR

FAQ

What did CTOS stockholders decide at the June 11, 2026 annual meeting?

CTOS stockholders elected three Class A directors and ratified Ernst & Young LLP as independent auditor for 2026. These votes confirm the existing board slate and maintain continuity in the company’s external financial statement audit relationship.

Which directors were elected to the Custom Truck One Source (CTOS) board?

Stockholders elected Paul Bader, Mark D. Ein, and David Glatt as Class A directors to serve until the 2029 annual meeting. Each will continue in office until that meeting and until a successor is duly elected and qualified.

How strong was support for CTOS director nominee Paul Bader?

Paul Bader received 178,245,358 votes for and 23,142,056 votes withheld, with 9,154,365 broker non-votes. This outcome shows a clear majority of votes cast in favor of his election to the Class A director position.

Did CTOS stockholders ratify Ernst & Young LLP as independent auditor for 2026?

Yes. Ernst & Young LLP was ratified as CTOS’s independent registered public accounting firm for fiscal year 2026, with 209,767,213 votes for, 41,309 against, and 733,257 abstentions, indicating broad stockholder support for the existing audit relationship.

What were the vote results for CTOS director nominee David Glatt?

David Glatt received 176,968,280 votes for and 24,419,134 votes withheld, plus 9,154,365 broker non-votes. Despite withheld votes, the for votes constituted a majority, leading to his election as a Class A director through the 2029 annual meeting.

What does the broker non-votes figure mean in the CTOS director elections?

Broker non-votes totaled 9,154,365 for each director proposal. These shares were present for quorum but not voted on those specific items, typically because brokers lacked discretionary authority without specific client instructions on non-routine proposals.

Filing Exhibits & Attachments

3 documents

Other Documents