Emerald Holding (EEX) shareholders approve directors, auditor and say-on-pay at 2026 meeting

Rhea-AI Filing Summary

Emerald Holding, Inc. reported the results of its Annual Meeting of Stockholders held on May 21, 2026. Stockholders voted on director elections, auditor ratification, and advisory executive compensation matters.

Michael Alicea, David Levin and Emmanuelle Skala were re-elected as Class III directors, each receiving over 186 million votes in favor, to serve until the 2029 Annual Meeting or until their successors are elected and qualified. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 194,198,308 votes for and minimal opposition.

In a non-binding advisory vote, compensation of the named executive officers was approved with 189,521,520 votes for and 437,532 against. In the advisory vote on the frequency of future say-on-pay votes, stockholders expressed a preference for holding the vote every three years, with 184,796,707 votes for a three-year frequency versus 5,154,137 votes for one year. As of the March 27, 2026 record date, there were 197,909,233 shares outstanding, and approximately 194,222,722 shares were represented at the meeting, constituting a quorum.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Key Figures

Shares outstanding: 197,909,233 shares Shares represented: 194,222,722 shares Votes for PwC ratification: 194,198,308 votes +4 more

7 metrics

Shares outstanding 197,909,233 shares Common stock outstanding as of March 27, 2026 record date

Shares represented 194,222,722 shares Shares present or by proxy at the 2026 annual meeting

Votes for PwC ratification 194,198,308 votes Proposal 2, auditor ratification for year ending December 31, 2026

Votes for say-on-pay 189,521,520 votes Proposal 3, advisory approval of named executive officer compensation

Three-year frequency support 184,796,707 votes Proposal 4, preference for frequency of future say-on-pay votes

Votes for David Levin 189,840,037 votes Proposal 1, re-election as Class III director

Votes for Emmanuelle Skala 186,817,301 votes Proposal 1, re-election as Class III director

Key Terms

broker non-votes, non-binding advisory vote, independent registered public accounting firm, Annual Meeting of Stockholders, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes | | | 4,252,219"

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

"Proposal 3: Non-binding advisory vote to approve the 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

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

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.

Annual Meeting of Stockholders financial

"held the Annual Meeting of Stockholders (the “Annual Meeting”)"

record date financial

"holders as of the record date of March 27, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

0001579214false00015792142026-05-212026-05-21

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 21, 2026

Emerald Holding, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-38076	42-1775077
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
100 Broadway, 14th Floor
New York, New York				10005
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 226-5700

(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, par value $0.01 per share		EEX		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.

On May 21, 2026, Emerald Holding, Inc. (the “Company”) held the Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy.

At the Annual Meeting, holders as of the record date of March 27, 2026 (the “Record Date”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), outstanding on the date of the Annual Meeting voted upon and approved:

•Proposal 1: Re-election of Michael Alicea, David Levin and Emmanuelle Skala as Class III directors to the Board of Directors, to hold office until the 2029 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified;

•Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;

•Proposal 3: Non-binding advisory vote to approve the compensation of our named executive officers; and

•Proposal 4: Non-binding advisory vote to approve the frequency of future advisory votes on executive compensation.

As of the Record Date, there were 197,909,233 shares of Common Stock outstanding. At the Annual Meeting, holders of a total of approximately 194,222,722 shares of Common Stock were present in person or represented by proxy, representing a quorum. The results of the votes cast at the Annual Meeting are set forth below:

Proposal One: Re-Election of Class III Directors

Nominees		For				Withheld				Broker Non-Votes
Michael Alicea			188,985,694				984,809				4,252,219
David Levin			189,840,037				130,466				4,252,219
Emmanuelle Skala			186,817,301				3,153,202				4,252,219

Proposal Two: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Current Fiscal Year

For			194,198,308
Against			3,635
Abstain			20,779
Broker Non-Votes			—

Proposal Three: Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers

For			189,521,520
Against			437,532
Abstain			11,451
Broker Non-Votes			4,252,219

Proposal Four: Non-Binding Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation

Three Years			184,796,707
Two Years			8,322
One Year			5,154,137
Abstain			11,337
Broker Non-Votes			4,252,219

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

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.

			EMERALD HOLDING, INC.
Date:	May 26, 2026	By:	/s/ David Doft
			Name: David Doft Title: Chief Financial Officer

FAQ

What did Emerald Holding (EEX) stockholders approve at the 2026 annual meeting?

Stockholders re-elected three Class III directors, ratified PricewaterhouseCoopers LLP as auditor, approved named executive officer compensation and supported holding future advisory pay votes every three years, with all four proposals receiving strong majority support.

Who was re-elected to Emerald Holding (EEX)’s board at the 2026 annual meeting?

Michael Alicea, David Levin and Emmanuelle Skala were re-elected as Class III directors. They will serve until the 2029 annual meeting or until their successors are duly elected and qualified, following majority support from voting stockholders.

Did Emerald Holding (EEX) stockholders approve the company’s auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Emerald Holding’s independent registered public accounting firm for the year ending December 31, 2026, with 194,198,308 votes in favor and only 3,635 votes against, indicating broad support.

How did Emerald Holding (EEX) investors vote on executive compensation in 2026?

In the non-binding say-on-pay vote, 189,521,520 votes supported the compensation of named executive officers, while 437,532 voted against and 11,451 abstained. The strong majority approval signals broad stockholder backing for the current pay program.

What frequency of say-on-pay votes did Emerald Holding (EEX) stockholders prefer?

Stockholders favored holding advisory votes on executive compensation every three years, with 184,796,707 votes for a three-year frequency, 5,154,137 for one year, 8,322 for two years, and 11,337 abstentions, along with 4,252,219 broker non-votes.

How many Emerald Holding (EEX) shares were eligible and represented at the 2026 meeting?

As of the March 27, 2026 record date, 197,909,233 common shares were outstanding. At the annual meeting, approximately 194,222,722 shares were present in person or by proxy, which satisfied quorum requirements for conducting business.

Filing Exhibits & Attachments

1 document

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