Dixie Group (OTCQB: DXYN) shareholders approve directors, pay and auditors
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
The Dixie Group, Inc. held its 2026 annual shareholder meeting on May 6, 2026. Shareholders set the Board at six members and elected all six nominees, each receiving about 28.5 million votes in favor alongside broker non-votes. Shareholders approved the Company’s executive compensation on an advisory basis and ratified Forvis Mazars, LLP as independent registered public accountants for 2026, with more than 34.3 million votes cast in favor.
Positive
- None.
Negative
- None.
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
Board size: 6 directors
Votes for Michael L. Owens: 28,616,199 votes for
Say-on-Pay support: 28,369,017 votes for
+3 more
6 metrics
Board size
6 directors
Number of directors set for one-year terms at 2026 meeting
Votes for Michael L. Owens
28,616,199 votes for
Director election at 2026 annual shareholder meeting
Say-on-Pay support
28,369,017 votes for
Advisory vote on executive compensation
Say-on-Pay opposition
355,997 votes against
Advisory vote on executive compensation
Auditor ratification support
34,350,671 votes for
Forvis Mazars, LLP as 2026 independent registered public accountants
Broker non-votes on Proposals 1 and 2
5,841,385 broker non-votes
Director elections and Say-on-Pay
Key Terms
broker non-votes, Say-on-Pay, independent registered public accountants, emerging growth company
4 terms
broker non-votes financial
"Votes For | Votes 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.
Say-on-Pay financial
"Approval of the Company's Executive Compensation for its named executive officers ("Say-on-Pay")"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
independent registered public accountants financial
"serve as independent registered public accountants of the Company for 2026"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
emerging growth company regulatory
"Emerging growth company o o 1"
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.
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 6, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
| (Registrant's telephone number, including area code) | |||||
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| OTCQB | ||||||||||||||
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 o
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. o
1
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2026 annual meeting of the shareholders (the “meeting”) of the Dixie Group, Inc. (the “Company”) was held on May 6, 2026. The final voting results for each of the proposals submitted for vote by the shareholders are set forth below.
Proposal 1 - The number of Directors was set at six, and the individuals listed below were elected for a term of one year each, as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| William F. Blue, Jr. | 28,501,994 | 481,297 | 5,841,385 | |||||||||||
| Charles E. Brock | 28,468,701 | 514,590 | 5,841,385 | |||||||||||
| Daniel K. Frierson | 28,505,711 | 477,580 | 5,841,385 | |||||||||||
| D. Kennedy Frierson, Jr. | 28,506,377 | 476,914 | 5,841,385 | |||||||||||
| Hilda S. Murray | 28,462,194 | 521,097 | 5,841,385 | |||||||||||
| Michael L. Owens | 28,616,199 | 367,092 | 5,841,385 | |||||||||||
Proposal 2 - Approval of the Company's Executive Compensation for its named executive officers ("Say-on-Pay")
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 28,369,017 | 355,997 | 258,277 | 5,841,385 | |||||||||||
Proposal 3 - Approval of Forvis Mazars, LLP to serve as independent registered public accountants of the Company for 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 34,350,671 | 24,222 | 449,783 | — | |||||||||||
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: May 7, 2026 | THE DIXIE GROUP, INC. | |||||||
By: /s/ Allen L. Danzey | ||||||||
| Allen L. Danzey | ||||||||
| Chief Financial Officer | ||||||||
2
FAQ
Were there significant votes against any Dixie Group (DXYN) director nominees?
All director nominees were elected with strong majorities of votes for. Votes against individual nominees ranged from 367,092 to 521,097, compared with about 28.5 million votes for each, plus 5,841,385 broker non-votes recorded on the director election proposals.
What were the broker non-votes at the Dixie Group (DXYN) 2026 annual meeting?
Broker non-votes totaled 5,841,385 on the director election and Say-on-Pay proposals. There were no broker non-votes on the auditor ratification proposal, where shareholders voted directly to approve Forvis Mazars, LLP as independent registered public accountants for the 2026 fiscal year.