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Shareholders at Crane NXT (CXT) reelect board, approve auditor and pay

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

Rhea-AI Filing Summary

Crane NXT, Co. reported voting results from its 2026 Annual Meeting of Stockholders held on May 21, 2026. Stockholders elected nine directors to serve until the 2027 Annual Meeting, with each nominee receiving over 49.9 million votes in favor and broker non-votes of 2,171,684.

Stockholders also ratified the selection of Deloitte & Touche LLP as the Company’s independent auditors for 2026, with 53,307,949 votes for and 108,480 against. In addition, they approved, on an advisory basis, the compensation of the named executive officers, with 50,192,899 votes for and 858,661 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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Jeff Benck 51,338,444 votes Director election at 2026 Annual Meeting
Votes for Deloitte & Touche LLP 53,307,949 votes Ratification as independent auditors for 2026
Votes against auditor ratification 108,480 votes Auditor ratification proposal at 2026 meeting
Votes for say-on-pay 50,192,899 votes Advisory approval of named executive officers’ compensation
Votes against say-on-pay 858,661 votes Advisory compensation proposal for named executive officers
Broker non-votes on key proposals 2,171,684 votes Director elections and say-on-pay proposal
broker non-votes financial
"Broker non-votes 2,171,684"
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.
Emerging growth company regulatory
"Emerging growth company 1 SECTION 5 – CORPORATE GOVERNANCE"
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.
independent auditors financial
"ratified the selection of Deloitte & Touche LLP as independent auditors for the Company for 2026"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
advisory basis financial
"The stockholders approved, on an advisory basis, the compensation of the named executive officers"
named executive officers financial
"the compensation of the named executive officers as disclosed in the Company’s definitive proxy statement"
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.
Understanding 8-K Material Events →
0000025445False00000254452026-05-212026-05-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
CRANE NXT, CO.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
Delaware
1-1657
88-0706021
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
950 Winter Street 4th Floor North
Waltham
MA
02451
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: 781-755-6868
N/A
(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 SymbolName of each exchange on which registered
Common Stock, par value $1.00 CXTNew 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. ☐

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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07Submission of Matters to a Vote of Security Holders.
On May 21, 2026, Crane NXT, Co. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders cast their votes on three proposals as follows:
Proposal 1
The following nine Directors were elected to serve until the 2027 Annual Meeting of Stockholders:

Director NomineeForAgainstAbstainBroker non-votes
Jeff Benck51,338,444238,87063,2652,171,684
Michael Dinkins50,681,757894,85263,9702,171,684
William Grogan50,896,270687,63956,6702,171,684
Sandra Joyce50,895,132688,97056,4772,171,684
Cristen Kogl50,805,775771,60163,2032,171,684
Ellen McClain50,404,7901,138,30297,4872,171,684
David D. Petratis49,903,9971,640,68995,8932,171,684
Aaron W. Saak50,877,896706,07956,6042,171,684
John S. Stroup50,834,708748,12857,7432,171,684

Proposal 2
The stockholders ratified the selection of Deloitte & Touche LLP as independent auditors for the Company for 2026.

ForAgainstAbstainBroker non-votes
53,307,949108,480395,8340

Proposal 3
The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 7, 2026.

ForAgainstAbstainBroker non-votes
50,192,899858,661589,0192,171,684

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01Financial Statements and Exhibits.
(d)  Exhibits
Exhibit No.Description of Exhibit
101Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
 
 CRANE NXT, CO.
May 28, 2026  
 By: /s/ Paul G. Igoe
  Paul G. Igoe
Senior Vice President, General
  Counsel & Secretary


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Source: View Original Filing on SEC EDGAR

FAQ

What did Crane NXT (CXT) shareholders decide at the 2026 Annual Meeting?

Crane NXT shareholders elected nine directors, ratified Deloitte & Touche LLP as 2026 auditors, and approved executive compensation on an advisory basis. Each director received over 49.9 million votes for, indicating strong support across all three proposals.

Were all director nominees elected at Crane NXT’s 2026 Annual Meeting?

Yes, all nine director nominees were elected to serve until the 2027 Annual Meeting. For example, Jeff Benck received 51,338,444 votes for, 238,870 against, 63,265 abstentions, and 2,171,684 broker non-votes, with similar strong support for the other nominees.

Did Crane NXT (CXT) shareholders approve the company’s independent auditors for 2026?

Yes, shareholders ratified Deloitte & Touche LLP as independent auditors for 2026 with 53,307,949 votes for, 108,480 against, and 395,834 abstentions. There were no broker non-votes recorded on this proposal, reflecting clear shareholder approval.

How did Crane NXT shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of the named executive officers on an advisory basis. The say-on-pay proposal received 50,192,899 votes for, 858,661 against, 589,019 abstentions, and 2,171,684 broker non-votes, signaling broad support for the disclosed pay program.

How many broker non-votes occurred on Crane NXT’s 2026 proposals?

Broker non-votes totaled 2,171,684 on the director elections and the say-on-pay proposal. There were no broker non-votes on the auditor ratification, where shareholders cast direct votes for, against, or abstaining on the selection of Deloitte & Touche LLP.

Filing Exhibits & Attachments

3 documents

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