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Ducommun (NYSE: DCO) investors approve directors, auditor and 2024 stock plan update

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

Rhea-AI Filing Summary

Ducommun Incorporated reported the results of its 2026 Annual Meeting of Shareholders held on April 29, 2026. Shareholders elected Stephen G. Oswald and Samara A. Strycker to three-year board terms ending at the 2029 annual meeting. Investors also approved the company’s executive compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved an amendment and restatement of the company’s 2024 Stock Incentive Plan.

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 Stephen G. Oswald 11,676,575 votes Election to three-year director term expiring in 2029
Votes for Samara A. Strycker 11,897,709 votes Election to three-year director term expiring in 2029
Say-on-pay votes for 11,829,511 votes Advisory approval of executive compensation
Say-on-pay votes against 712,763 votes Advisory approval of executive compensation
Votes for PwC ratification 12,784,598 votes Ratification of PricewaterhouseCoopers LLP as 2026 auditor
Votes for 2024 Stock Incentive Plan amendment 12,125,002 votes Approval of amendment and restatement of 2024 Stock Incentive Plan
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.
independent registered public accounting firm financial
"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 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.
Broker Non-Votes financial
"Approval of the Company’s executive compensation on an advisory basis | | | 11,829,511 | | | | 712,763 | | | | 10,934 | | | | 917,526 |"
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.
Amendment and Restatement financial
"Approval of an Amendment and Restatement of the Company’s 2024 Stock Incentive Plan"
Stock Incentive Plan financial
"Approval of an Amendment and Restatement of the Company’s 2024 Stock Incentive Plan"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
Understanding 8-K Material Events →
DUCOMMUN INC /DE/ false 0000030305 0000030305 2026-04-29 2026-04-29
 
 

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): April 29, 2026

 

 

DUCOMMUN INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-08174   95-0693330

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

600 Anton Blvd., Suite 1100  
Costa Mesa, California   92626-7100
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (657) 335-3665

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 class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $.01 par value per share   DCO   New 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

The Company held its 2026 Annual Meeting of Shareholders on April 29, 2026. At the 2026 Annual Meeting, the shareholders (1) elected Mr. Stephen G. Oswald and Ms. Samara A. Strycker as directors to serve for a three-year term ending at the Company’s 2029 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified, (2) approved the Company’s executive compensation on an advisory basis, (3) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026, and (4) approved an amendment and restatement of the Company’s 2024 Stock Incentive Plan. The shareholder vote on these matters was as follows:

 

     For      Withheld      Broker
Non-Votes		  

Election of Stephen G. Oswald for a three-year term expiring in 2029

      11,676,575        876,633        917,526  

Election of Samara A. Strycker for a three-year term expiring in 2029

      11,897,709        655,499        917,526  

 

     For      Against      Abstain      Broker
Non-Votes		  

Approval of the Company’s executive compensation on an advisory basis

      11,829,511        712,763        10,934        917,526  

 

     For      Against      Abstain  

Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026

      12,784,598        679,731        6,405  

 

     For      Against      Abstain      Broker
Non-Votes		  

Approval of an Amendment and Restatement of the Company’s 2024 Stock Incentive Plan

      12,125,002        419,096        9,110        917,526  

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
No

   

Exhibit Title or Description

104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

 

   

DUCOMMUN INCORPORATED

(Registrant)

Date: April 30, 2026     By:  

/s/ Rajiv A. Tata

      Rajiv A. Tata
      Vice President, General Counsel & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Ducommun (DCO) shareholders vote on at the 2026 annual meeting?

Shareholders voted to elect two directors, approve executive compensation on an advisory basis, ratify PricewaterhouseCoopers LLP as auditor for 2026, and approve an amendment and restatement of Ducommun’s 2024 Stock Incentive Plan, shaping the company’s governance, pay practices, and equity compensation framework.

Who was elected to Ducommun (DCO)’s board at the 2026 shareholder meeting?

Shareholders elected Stephen G. Oswald and Samara A. Strycker as directors for three-year terms expiring at the 2029 annual meeting. Their elections reflect investor support for the company’s current board composition and leadership continuity, based on the disclosed voting results for each nominee.

How did Ducommun (DCO) shareholders vote on executive compensation in 2026?

Shareholders approved Ducommun’s executive compensation on an advisory basis, with 11,829,511 votes for, 712,763 against, 10,934 abstentions, and 917,526 broker non-votes. This advisory support signals overall shareholder acceptance of the company’s current pay practices for senior management for the period covered.

Which audit firm did Ducommun (DCO) shareholders ratify for fiscal 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Ducommun’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 12,784,598 votes for, 679,731 against, and 6,405 abstentions, confirming continued shareholder support for this external auditor relationship.

What happened to Ducommun (DCO)’s 2024 Stock Incentive Plan at the 2026 meeting?

Shareholders approved an amendment and restatement of Ducommun’s 2024 Stock Incentive Plan. The proposal received 12,125,002 votes for, 419,096 against, 9,110 abstentions and 917,526 broker non-votes, allowing the company to continue using and updating this equity-based compensation program for eligible participants.

When and where was Ducommun (DCO)’s 2026 Annual Meeting of Shareholders held?

The 2026 Annual Meeting of Shareholders was held on April 29, 2026. Ducommun’s principal executive offices are located at 600 Anton Blvd., Suite 1100, Costa Mesa, California 92626-7100, which provides context for the company’s corporate headquarters location referenced around the meeting disclosure.

Filing Exhibits & Attachments

3 documents

Other Documents