Escalade (NASDAQ: ESCA) holders back board, auditor and say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Escalade, Incorporated reported the results of its Annual Meeting of Stockholders held on May 5, 2026. Stockholders elected directors Richard F. Baalmann, Jr., Katherine F. Franklin, Walter P. Glazer, Jr., Patrick J. Griffin, and Edward E. Williams to one-year terms expiring at the 2027 Annual Meeting.

Shareholders also ratified the appointment of Grant Thornton, LLP as Escalade’s independent registered public accounting firm for the 2026 fiscal year. In addition, stockholders approved, by a non-binding vote, the compensation of the company’s named executive officers. The filing also includes standard cautionary language about forward-looking statements and related risks.

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

Director votes – Baalmann FOR: 8,962,200 shares Director votes – Glazer FOR: 9,476,673 shares Broker non-votes (directors): 2,597,099 shares +4 more

7 metrics

Director votes – Baalmann FOR 8,962,200 shares Election of Richard F. Baalmann, Jr.

Director votes – Glazer FOR 9,476,673 shares Election of Walter P. Glazer, Jr.

Broker non-votes (directors) 2,597,099 shares Each director nominee election

Auditor ratification FOR 12,144,273 shares Grant Thornton, LLP for 2026 fiscal year

Auditor votes AGAINST 3,407 shares Grant Thornton, LLP ratification

Say-on-pay FOR 8,906,752 shares Non-binding executive compensation vote

Say-on-pay AGAINST 641,129 shares Non-binding executive compensation vote

Key Terms

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

5 terms

broker non-votes financial

"There were 2,597,099 broker non-votes with respect to the election of each"

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

"the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year"

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 vote financial

"the approval, by non-binding vote, of the compensation of named executive officers"

named executive officers financial

"the compensation of our named executive officers the Company’s stockholders ratified"

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.

forward-looking statements regulatory

"This report contains statements that we believe are “forward-looking statements” within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

05/05/2026 - 04:03 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 5, 2026

ESCALADE, INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(State or Other Jurisdiction of Incorporation)

0-6966	13-2739290
(Commission File Number)	(IRS Employer Identification No.)

817 Maxwell Avenue, Evansville, Indiana	47711
(Address of Principal Executive Offices)	(Zip Code)

(812) 467-1334

(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 (see General Instruction A.2. below):

☐

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	Name of Exchange on which registered
Common Stock, No Par Value	ESCA	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Section 5 – Corporate Governance and Management

Item 5.07 – Submission of Matters to a Vote of Security Holders

On May 5, 2026, Escalade, Incorporated (“Escalade” or the “Company”) held its Annual Meeting of Stockholders for which Escalade’s Board of Directors (the “Board”) solicited proxies. At the Annual Meeting, the stockholders voted on the election of directors, the appointment of the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year and the approval, by non-binding vote, of the compensation of named executive officers.

In the election of directors, as described in the Company’s proxy statement relating to the Annual Meeting, the nominees presented for election include current directors, Richard F. Baalmann, Jr., Katherine F. Franklin, Walter P. Glazer, Jr., Patrick J. Griffin, and Edward E. Williams. Each individual elected will serve a one year term, expiring at the 2027 Annual Meeting or until their successors are elected and qualified. The results of the voting in the election of directors are as follows:

Number of Votes
Director Nominee	FOR		WITHHELD
Richard F. Baalmann, Jr.		8,962,200		600,704
Katherine F. Franklin		8,622,284		940,620
Walter P. Glazer, Jr.		9,476,673		86,231
Patrick J. Griffin		9,544,288		18,616
Edward E. Williams		8,713,838		849,066

Therefore, Messrs. Baalmann, Glazer, Griffin, and Williams and Ms. Franklin were elected to the Board. There were 2,597,099 broker non-votes with respect to the election of each of the nominees.

As to the appointment of the firm, Grant Thornton, LLP, to serve as the Company’s independent registered public accounting firm for the Company’s 2026 fiscal year, the Company’s stockholders ratified such appointment by a vote of 12,144,273 shares FOR, 3,407 shares AGAINST, and 12,323 shares ABSTAINED, with no broker non-votes. Therefore, the appointment of Grant Thornton, LLP was approved.

As to the approval, by non-binding vote, of the compensation of our named executive officers the Company’s stockholders ratified by a vote of 8,906,752 shares FOR, 641,129 shares AGAINST, and 15,023 shares ABSTAINED. There were 2,597,099 broker non-votes. Therefore, the compensation for our named executive officers was approved, by non-binding vote.

FORWARD-LOOKING STATEMENTS

This report contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder. All statements, other than statements of historical fact, are forward-looking statements. These statements relate to our financial condition, results of operations, plans, objectives, future performance, capital actions or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “potential,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties. These risks include, but are not limited to: Escalade’s ability to achieve its business objectives; Escalade’s plans and expectations surrounding the transition to its new Chief Executive Officer and all potential related effects and consequences; Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs, a potential trade war with China and other trade restrictions applicable to our products and raw materials, including impacts on the costs of producing our goods, importing products and materials into our markets for sale, and on the pricing of our products; our international operations, including any related to political uncertainty and geopolitical tensions; Escalade’s ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business relationships; Escalade’s ability to protect its intellectual property; Escalade’s ability to develop and implement our own direct to consumer e-commerce distribution channel; the impact of competitive products and pricing; product demand and market acceptance; new product development; Escalade’s ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions or delays in our supply chain, arising from political unrest, war, terrorist attacks, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; the evaluation and implementation of remediation efforts designed and implemented to enhance the Company’s control environment; the potential identification of one or more additional material weaknesses in the Company’s internal control of which the Company is not currently aware or that have not yet been detected; Escalade’s ability to control costs, including managing inventory levels; general economic conditions, including inflationary pressures; fluctuation in operating results; changes in foreign currency exchange rates; changes in the securities markets; continued listing of the Company’s common stock on the NASDAQ Global Market; the Company’s inclusion or exclusion from certain market indices; Escalade’s ability to obtain financing, to maintain compliance with the terms of such financing and to manage debt levels; the availability, integration and effective operation of information systems and other technology, and the potential interruption of such systems or technology; the potential impact of actual or perceived defects in, or safety of, our products, including any impact of product recalls or legal or regulatory claims, proceedings or investigations involving our products; risks related to data security of privacy breaches; the potential impact of regulatory claims, proceedings or investigations involving our products; Escalade’s use of estimates in its financial reporting as well as in its forward looking statements; and other risks detailed from time to time in Escalade’s filings with the Securities and Exchange Commission. Escalade’s future financial performance could differ materially from the expectations of management contained herein. Escalade undertakes no obligation to release revisions to these forward-looking statements after the date of this report.

SIGNATURES

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

Date: May 5, 2026	ESCALADE, INCORPORATED

	By: /s/ STEPHEN R. WAWRIN Stephen R. Wawrin, Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Escalade (ESCA) shareholders decide at the 2026 annual meeting?

Escalade shareholders elected five directors to one-year terms, ratified Grant Thornton, LLP as the 2026 independent registered public accounting firm, and approved, by a non-binding advisory vote, the compensation of the company’s named executive officers, based on the voting results disclosed.

Which directors were elected to Escalade (ESCA)’s board and how long will they serve?

Shareholders elected Richard F. Baalmann, Jr., Katherine F. Franklin, Walter P. Glazer, Jr., Patrick J. Griffin, and Edward E. Williams. Each will serve a one-year term, expiring at the 2027 Annual Meeting or until their successors are elected and qualified, as stated.

How did Escalade (ESCA) shareholders vote on the company’s auditor for 2026?

Shareholders ratified Grant Thornton, LLP as Escalade’s independent registered public accounting firm for the 2026 fiscal year, with 12,144,273 shares voting FOR, 3,407 AGAINST, and 12,323 ABSTAINING, and no broker non-votes reported on this proposal.

What were the results of Escalade (ESCA)’s say-on-pay vote for executive compensation?

The advisory vote on named executive officer compensation passed, with 8,906,752 shares voting FOR, 641,129 AGAINST, and 15,023 ABSTAINING. There were 2,597,099 broker non-votes. The company notes this approval is by non-binding vote only.

Were there broker non-votes in Escalade (ESCA)’s 2026 director elections?

Yes. The director elections recorded 2,597,099 broker non-votes for each nominee. Despite these broker non-votes, all five director nominees received sufficient votes FOR election to the board, according to the reported voting results.

What forward-looking statement cautions does Escalade (ESCA) include in this report?

The company explains that statements about financial condition, results, plans, objectives, future performance, and capital actions may be forward-looking, identified by terms such as “may,” “expects,” or “intends,” and are subject to various risks and uncertainties outlined in its disclosures.

Filing Exhibits & Attachments

4 documents