DXP Enterprises (NASDAQ: DXPE) investors approve directors, pay and auditor at 2026 meeting

Rhea-AI Filing Summary

DXP Enterprises, Inc. reported the results of its 2026 Annual Shareholders Meeting held on June 12, 2026. A total of 15,505,312 common shares were entitled to vote, with 14,288,857 shares, or 92.2%, voted in person or by proxy, plus 1,612 votes from preferred stock.

Shareholders re-elected all six director nominees, each receiving between 79.5% and 99.0% of votes cast. They also approved, on a non-binding advisory basis, the compensation of named executive officers with 97.6% support, and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 with 99.0% of votes cast in favor.

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

Common shares entitled to vote: 15,505,312 shares Common shares voted: 14,288,857 shares (92.2%) Preferred votes: 1,612 votes +3 more

6 metrics

Common shares entitled to vote 15,505,312 shares 2026 Annual Shareholders Meeting

Common shares voted 14,288,857 shares (92.2%) 2026 Annual Shareholders Meeting turnout

Preferred votes 1,612 votes From 16,122 Series A and B preferred shares

Say-on-pay approval 13,230,682 votes for (97.6%) Advisory vote on executive compensation

Auditor ratification approval 14,267,667 votes for (99.0%) Ratification of PricewaterhouseCoopers LLP for 2026

Director support range 79.5%–99.0% for Votes for six director nominees

Key Terms

broker non-votes, non-binding advisory vote, independent registered public accounting firm, emerging growth company, +1 more

5 terms

broker non-votes financial

"Broker non-votes have no effect on this proposal."

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.

non-binding advisory vote financial

"approve, as a non-binding advisory vote, executive compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for fiscal 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 ⃞"

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.

broker non-votes* financial

"Broker non-votes* | 728,837 Vote Results | Approved"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

0001020710false00010207102026-06-172026-06-17

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 12, 2026

Commission file number 0-21513

DXP Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Texas			76-0509661
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

5301 Hollister

(713)

996-4700

Houston,

Texas

77040

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

_________________________

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 Exchange Act:

Title of Each Class			Trading Symbol			Name of Exchange on which Registered
Common Stock par value $0.01			DXPE			NASDAQ Global Select Market

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 12, 2026, DXP Enterprises, Inc. (the “Company”) held its 2026 Annual Shareholders Meeting (the “Annual Meeting”). There were 15,505,312 shares of common stock entitled to be voted at the Annual Meeting, of which 14,288,857 or 92.2 percent, were voted in person or by proxy. Additionally, there were 16,122 shares of Series A and B preferred stock entitled to 1,612 votes at the Annual Meeting. The results for each item submitted for a vote of shareholders are as follows. The shareholders:

(1)Voted to elect each of the six (6) nominees for director.

(2)Approved, on an advisory basis, the compensation of the Company’s named executive officers.

(3) Approved ratification of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for fiscal 2026.

The Company’s inspector of election certified the following vote tabulations:

PROPOSAL 1: ELECTION OF DIRECTORS

			Vote Results			For			% For			Withheld			Broker Non-Votes
David R. Little			Re-elected			13,423,127			99.0%			138,505			728,837
Kent Yee			Re-elected			12,724,001			93.8%			837,631			728,837
Joseph R. Mannes			Re-elected			13,085,288			96.5%			476,344			728,837
Timothy P. Halter			Re-elected			10,779,435			79.5%			2,782,197			728,837
David Patton			Re-elected			13,030,816			96.1%			530,816			728,837
Karen Hoffman			Re-elected			12,528,254			92.4%			1,033,378			728,837

PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

With respect to the number of shares of Common Stock that were voted for, voted against, and were withheld from voting for proposal #2 to approve, as a non-binding advisory vote, executive compensation are set forth below:

For			13,230,682
% For			97.6%
Against			313,927
Abstain			17,023
Broker Non-Votes*			728,837
Vote Results			Approved

* Broker non-votes have no effect on this proposal.

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

With respect to the ratification of PricewaterhouseCoopers, LLP as independent registered public accountant that were voted for, voted against, and were withheld from voting for proposal #3 are set forth below:

For			14,267,667
% For			99.0%
Against			16,971
Abstain			5,831
Vote Results			Approved

* Broker non-votes have no effect on this proposal.

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

        DXP ENTERPRISES, INC.

June 17, 2026			By: /s/ Kent Yee
			Kent Yee
			Senior Vice President/Finance and Chief Financial Officer

FAQ

What did DXP Enterprises (DXPE) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three key items: re-election of six directors, an advisory approval of named executive officer compensation, and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026. All three proposals received strong shareholder support and were approved.

How many DXP Enterprises (DXPE) shares were represented at the 2026 annual meeting?

There were 15,505,312 common shares entitled to vote, with 14,288,857 shares, or 92.2%, actually voted in person or by proxy. In addition, 16,122 preferred shares were entitled to 1,612 votes, indicating high overall shareholder participation in the meeting’s decisions.

How strongly were DXP Enterprises (DXPE) directors supported in the 2026 election?

All six director nominees were re-elected. Support ranged from 79.5% of votes cast for Timothy P. Halter to 99.0% for David R. Little. Other directors received between 92.4% and 96.5% support, showing generally solid backing for the board slate presented.

What was the result of the DXP Enterprises (DXPE) say-on-pay vote in 2026?

Shareholders approved, on a non-binding advisory basis, the compensation of named executive officers. The proposal received 13,230,682 votes for, 313,927 against, and 17,023 abstentions, representing 97.6% support. There were 728,837 broker non-votes, which had no effect on the outcome.

Did DXP Enterprises (DXPE) shareholders ratify the independent auditor for 2026?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026. The ratification received 14,267,667 votes for, 16,971 against, and 5,831 abstentions, with 99.0% of votes cast in favor of confirming the auditor’s appointment.

What role did broker non-votes play in DXP Enterprises (DXPE) 2026 proposals?

Broker non-votes totaled 728,837 on the director elections and the advisory say-on-pay proposal. The company notes broker non-votes have no effect on these particular proposals, meaning only votes cast for, against, or abstaining determined the final approval outcomes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB