[8-K] National Vision Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

On June 18, 2025, National Vision Holdings, Inc. (Nasdaq: EYE) held its 2025 Annual Meeting of Stockholders, with the Form 8-K filed on June 23, 2025 summarizing the certified results.

Key outcomes

• Election of Directors (Proposal 1): All eight nominees were re-elected for terms expiring at the 2026 meeting. Support levels exceeded 98% of votes cast, with Michael J. Nicholson receiving the highest approval (≈99.9% in favor).
• Say-on-Pay (Proposal 2): The advisory vote on executive compensation passed with 65.7 million votes for (≈97%) versus 2.0 million against.
• Auditor Ratification (Proposal 3): Deloitte & Touche LLP was ratified as independent registered public accounting firm for fiscal 2025 with 71.6 million votes for (≈98.7%).

No other substantive matters, financial results, or strategic transactions were reported. The filing is primarily a routine governance disclosure confirming shareholder support for the Board, executive pay program, and auditor.

Positive

• All director nominees re-elected, reflecting strong shareholder confidence in current leadership.
• Executive compensation plan received ~97% approval, indicating alignment between pay and performance.
• Deloitte & Touche LLP retained as auditor, maintaining continuity in financial oversight.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting items passed with overwhelming support; no material governance red flags.

Shareholders backed all directors with >98% approval, signaling confidence in the Board’s composition. The near-97% endorsement of executive compensation indicates strong alignment between management incentives and investor expectations. Auditor ratification above 98% suggests no concerns about financial reporting integrity. Because these results mirror typical large-cap governance patterns and do not alter the company’s strategic direction or capital allocation, market impact is expected to be minimal.

Risk Analyst

TL;DR: Filing is informational; risk profile unchanged.

The absence of contested proposals, activist activity, or auditor turnover keeps governance risk steady. Continued engagement with Deloitte limits audit-related uncertainty. Investors should note that high say-on-pay support reduces short-term probability of compensation-driven shareholder dissent. Overall, no actionable risk signals emerge from this 8-K.

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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 23, 2025 (June 18, 2025)

_______________________________________________________________________

National Vision Holdings, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________

001-38257

(Commission file number)

Delaware

46-4841717

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)

2435 Commerce Ave.

Building 2200

30096

Duluth,

Georgia

(Zip Code)

(Address of principal executive offices)

(770) 822‑3600

(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 Act

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

EYE

Nasdaq

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 18, 2025, National Vision Holdings, Inc. (“National Vision” or the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The matters submitted to stockholders at the Annual Meeting and the voting results are as follows:

Proposal 1: Election of Directors

Stockholders elected eight director nominees to hold office for terms expiring at the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified.

Nominee			For												Against									Abstained												Broker Non-Votes
Jose Armario			67,146,040												414,711									190,473												4,927,739
L. Reade Fahs			67,387,156												348,713									15,355												4,927,739
Virginia A. Hepner			67,124,055												611,418									15,751												4,927,739
Susan Somersille Johnson			67,111,281												620,638									19,305												4,927,739
Naomi Kelman			66,893,291												841,305									16,628												4,927,739
James M. McGrann			67,619,137												114,053									18,034												4,927,739
Michael J. Nicholson			67,702,934												30,348									17,942												4,927,739
Susan O’Farrell			67,385,683												349,768									15,773												4,927,739
D. Randolph Peeler			66,651,015												1,084,451									15,758												4,927,739
Caitlin Zulla			67,613,018												120,279									17,927												4,927,739

Proposal 2: Advisory Vote on Executive Compensation

Stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers.

For			Against			Abstained			Broker Non-Votes
65,650,189			2,041,525			59,510			4,927,739

Proposal 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025.

For			Against			Abstained
71,647,333			976,880			54,750

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
104			Cover Page Interactive Data File - the cover page XBRL tags are 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.

National Vision Holdings, Inc.

Date: June 23, 2025

By:

/s/ Jared Brandman

Name:

Jared Brandman

Title:

Chief Legal & Strategy Officer, Corporate Secretary

FAQ

What happened at National Vision's 2025 Annual Meeting?

Shareholders re-elected all eight directors, approved executive compensation, and ratified Deloitte & Touche LLP as auditor.

How did investors vote on National Vision (EYE) executive pay?

Approximately 65.7 million votes supported the compensation plan versus 2.0 million against, a ~97% approval rate.

Was there any change to National Vision's auditor?

No. Deloitte & Touche LLP was ratified with 71.6 million votes in favor.

Did any director face significant opposition?

No. Each director received more than 98% of votes cast in favor.

Does this 8-K include new financial results for EYE?

No. The filing solely covers annual-meeting voting results without financial performance data.