ESAB (NYSE: ESAB) holders approve directors, Ernst & Young and pay

Rhea-AI Filing Summary

ESAB Corporation reported the voting results from its 2026 Annual Meeting of Stockholders. Shareholders elected nine directors to the board, with each nominee receiving over 55 million votes in favor and broker non-votes recorded on the proposals.

Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 58,527,946 votes for and 107,989 against. In addition, shareholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 53,998,529 votes for and 3,548,562 against.

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

Votes for Rales: 57,357,369 votes Votes for auditor: 58,527,946 votes Votes against auditor: 107,989 votes +2 more

5 metrics

Votes for Rales 57,357,369 votes For director nominee Mitchell P. Rales at 2026 annual meeting

Votes for auditor 58,527,946 votes For ratifying Ernst & Young LLP as 2026 auditor

Votes against auditor 107,989 votes Against ratifying Ernst & Young LLP

Say-on-pay for 53,998,529 votes For approving named executive officer compensation

Say-on-pay against 3,548,562 votes Against approving named executive officer compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 1,082,690"

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

"ratified the appointment of Ernst & Young 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.

non-binding advisory vote financial

"approved, by non-binding advisory vote, the compensation of the Company’s named executive officers"

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.

named executive officers financial

"the executive compensation of the Named Executive Officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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.

Understanding 8-K Material Events →

0001877322False00018773222026-05-082026-05-08

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 8, 2026

ESAB Corporation

(Exact name of registrant as specified in its charter)

Delaware			001-41297			87-0923837
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

909 Rose Avenue, 8th Floor

North Bethesda, MD 20852

(Address of Principal Executive Offices) (Zip Code)

(301) 323-9099

(Registrant’s telephone number, including area code)

Not applicable

(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 $0.001 per share

ESAB

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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 8, 2026, ESAB Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which three proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 27, 2026. The final results for each proposal are set forth below:

Proposal 1: Election of Directors

The Company’s stockholders elected nine directors to the Company’s Board of Directors (to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified). The votes regarding this proposal were as follows:

Nominee						For						Against						Abstain						Broker Non-Votes
Mitchell P. Rales						57,357,369						194,673						30,169						1,082,690
Shyam P. Kambeyanda						57,442,055						111,471						28,685						1,082,690
Melissa Cummings						57,398,314						155,306						28,591						1,082,690
Rhonda L. Jordan						56,424,889						1,120,581						36,741						1,082,690
Robert S. Lutz						57,362,347						189,265						30,599						1,082,690
Sébastien Martin						57,504,238						47,845						30,128						1,082,690
Stephanie M. Phillipps						57,155,807						397,954						28,450						1,082,690
Didier Teirlinck						57,395,164						156,794						30,253						1,082,690
Rajiv Vinnakota						55,756,249						1,795,690						30,272						1,082,690

Proposal 2: Ratification of Appointment of Independent Registered Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The votes regarding this proposal were as follows:

For

Against

Abstain

Broker Non-Votes

58,527,946

107,989

28,966

–

Proposal 3: Advisory Vote on the Executive Compensation of the Named Executive Officers

The Company’s stockholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
53,998,529						3,548,562						35,120						1,082,690

2

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 thereunto duly authorized.

Date: May 12, 2026

ESAB CORPORATION
By:			/s/ Curtis E. Jewell
			Name:			Curtis E. Jewell
			Title:			SVP, General Counsel

FAQ

What did ESAB (ESAB) stockholders decide at the 2026 annual meeting?

ESAB stockholders elected nine directors, ratified Ernst & Young LLP as auditor, and approved executive compensation on an advisory basis. Each director received over 55 million votes for, indicating broad support across the board slate.

How did ESAB (ESAB) shareholders vote on director elections in 2026?

Shareholders elected nine directors, with support generally above 56 million votes for each nominee. For example, Mitchell P. Rales received 57,357,369 votes for and 194,673 against, showing strong backing for the board’s recommended candidates.

Did ESAB (ESAB) shareholders ratify the company’s independent auditor?

Yes, shareholders ratified Ernst & Young LLP as ESAB’s independent registered public accounting firm for 2026. The vote was 58,527,946 for, 107,989 against, and 28,966 abstentions, with no broker non-votes recorded on this auditor ratification proposal.

How did ESAB (ESAB) investors vote on executive compensation (say-on-pay)?

Investors approved ESAB’s named executive officer compensation in a non-binding advisory vote. The proposal received 53,998,529 votes for, 3,548,562 against, 35,120 abstentions, and 1,082,690 broker non-votes, indicating majority support for the current pay program.

What are broker non-votes in ESAB’s (ESAB) 2026 meeting results?

Broker non-votes arise when brokers hold shares but are not instructed how to vote on non-routine items. ESAB reported 1,082,690 broker non-votes on the director elections and say-on-pay proposal, which count for quorum but not as votes for or against.

Filing Exhibits & Attachments

3 documents

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