Darling Ingredients (DAR) investors approve directors, KPMG and 2026 incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Darling Ingredients Inc. reported the results of its annual stockholder meeting held on May 7, 2026. Stockholders elected all ten Board nominees, each receiving over 110 million votes in favor, with broker non-votes of 6,344,419 for each nominee.

Stockholders also ratified the selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending January 2, 2027, with 126,823,697 votes for and 10,700,222 against. In advisory votes, stockholders approved the Company’s executive compensation and the 2026 Omnibus Incentive Plan by wide margins.

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

KPMG ratification for: 126,823,697 votes KPMG ratification against: 10,700,222 votes Say-on-pay support: 125,524,154 votes +3 more

6 metrics

KPMG ratification for 126,823,697 votes Ratification of KPMG LLP as auditor for fiscal year ending January 2, 2027

KPMG ratification against 10,700,222 votes Opposition to KPMG LLP auditor ratification

Say-on-pay support 125,524,154 votes Advisory approval of executive compensation

Omnibus Plan for 127,451,650 votes Approval of 2026 Omnibus Incentive Plan

Largest director for vote 130,623,349 votes Votes for director nominee Kurt Stoffel

Broker non-votes 6,344,419 Broker non-votes reported on each non-routine proposal

Key Terms

broker non-votes, independent registered public accounting firm, executive compensation, 2026 Omnibus Incentive Plan, +1 more

5 terms

broker non-votes financial

"Nominee | For | Against | Abstentions | 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

"KPMG LLP, independent registered public accounting firm, as the Company’s independent registered public accountant"

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.

executive compensation financial

"Board proposal to approve, on an advisory basis, the Company’s executive compensation"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

2026 Omnibus Incentive Plan financial

"Board proposal to approve the Company’s 2026 Omnibus Incentive Plan"

advisory basis financial

"Board proposal to approve, on an advisory basis, the Company’s executive compensation"

Understanding 8-K Material Events →

05/08/2026 - 04:22 PM

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 7, 2026

DARLING INGREDIENTS INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-13323	36-2495346
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5601 N. MacArthur Blvd., Irving, Texas 75038

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 717-0300

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))

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	DAR	New York Stock Exchange	(“NYSE”)
		NYSE Texas

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.

At the annual meeting of stockholders of Darling Ingredients Inc. (the “Company”) held on May 7, 2026, the stockholders elected the Company’s Board of Directors and voted upon three Board proposals contained within the Company’s Proxy Statement dated March 19, 2026.

The Board nominees were elected with the following vote:


Nominee	For	Against	Abstentions	Broker Non-Votes

Randall C. Stuewe	123,309,638	7,876,807	34,897	6,344,419
Charles Adair	110,259,738	20,540,764	420,840	6,344,419
Robert Aspell	130,218,275	962,912	40,155	6,344,419
Larry A. Barden	127,456,029	3,727,748	37,565	6,344,419
Celeste A. Clark	128,480,880	2,699,359	41,103	6,344,419
Linda Goodspeed	120,542,969	9,990,408	687,965	6,344,419
Enderson Guimaraes	130,208,639	931,319	81,384	6,344,419
Randy L. Hill	130,626,175	555,051	40,116	6,344,419
Soren Schroder	130,402,883	780,200	38,259	6,344,419
Kurt Stoffel	130,623,349	556,999	40,994	6,344,419

The stockholders voted on the following proposals and cast their votes as described below:

Board proposal to ratify the selection of KPMG LLP, independent registered public accounting firm, as the Company’s independent registered public accountant for the fiscal year ending January 2, 2027:


For	Against	Abstentions	Broker Non-Votes
126,823,697	10,700,222	41,842	—

Board proposal to approve, on an advisory basis, the Company’s executive compensation:


For	Against	Abstentions	Broker Non-Votes
125,524,154	5,431,099	266,089	6,344,419

Board proposal to approve the Company’s 2026 Omnibus Incentive Plan:


For	Against	Abstentions	Broker Non-Votes
127,451,650	3,637,563	132,129	6,344,419

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.


	DARLING INGREDIENTS INC.

Date: May 8, 2026	By:	/s/ Nick Kemphaus
		Nick Kemphaus
		Executive Vice President, General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Darling Ingredients (DAR) stockholders vote on at the 2026 annual meeting?

Stockholders voted to elect ten directors, ratify KPMG LLP as independent auditor for the fiscal year ending January 2, 2027, approve executive compensation on an advisory basis, and approve the 2026 Omnibus Incentive Plan, all based on proposals from the Board of Directors.

Were all Darling Ingredients (DAR) director nominees elected at the 2026 meeting?

All ten director nominees were elected. Each nominee received strong support, with vote totals such as 130,623,349 for Kurt Stoffel and 130,402,883 for Soren Schroder, alongside broker non-votes of 6,344,419 reported for each director position on the ballot.

Did Darling Ingredients (DAR) stockholders approve KPMG as auditor for 2027?

Yes, stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 2, 2027, with 126,823,697 votes for, 10,700,222 votes against, and 41,842 abstentions recorded on this auditor ratification proposal.

How did Darling Ingredients (DAR) investors vote on executive compensation in 2026?

On an advisory basis, stockholders approved the company’s executive compensation, with 125,524,154 votes for, 5,431,099 votes against, 266,089 abstentions, and 6,344,419 broker non-votes, indicating broad support for the compensation programs described in the proxy statement.

What were the voting results for Darling Ingredients’ 2026 Omnibus Incentive Plan?

Stockholders approved the 2026 Omnibus Incentive Plan, with 127,451,650 votes for, 3,637,563 votes against, 132,129 abstentions, and 6,344,419 broker non-votes. This authorization supports future equity and incentive awards under the plan’s terms as outlined to investors.

Filing Exhibits & Attachments

3 documents