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National Vision (NASDAQ: EYE) shareholders back board, pay and Deloitte in 2026 votes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

National Vision Holdings, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected eleven directors, including Jose Armario, L. Reade Fahs, Virginia A. Hepner and others, to serve until the 2027 annual meeting and until their successors are elected and qualified.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. In addition, they ratified the appointment of Deloitte & Touche LLP as National Vision’s independent registered public accounting firm for fiscal 2026, confirming support for the company’s current governance, pay practices and auditor.

Positive

  • None.

Negative

  • None.
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.
Votes for Jose Armario 71,479,950 votes Director election at 2026 annual meeting
Votes for L. Reade Fahs 70,773,915 votes Director election at 2026 annual meeting
Say-on-pay votes For 70,210,320 votes Advisory vote on executive compensation
Say-on-pay votes Against 2,022,774 votes Advisory vote on executive compensation
Auditor ratification votes For 73,341,054 votes Ratification of Deloitte & Touche LLP for fiscal 2026
Auditor ratification votes Against 1,913,162 votes Ratification of Deloitte & Touche LLP for fiscal 2026
Broker non-votes on say-on-pay 3,050,477 votes Advisory vote on executive compensation
broker non-vote financial
"For | Against | Abstain | Broker Non-Vote"
non-binding advisory basis financial
"Stockholders approved, on a non-binding advisory basis, the compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as our 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 its 2026 annual meeting of stockholders (the “Annual Meeting”)"
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Understanding 8-K Material Events →
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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 22 2026 (June 17, 2026)
_______________________________________________________________________
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 220030096
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 shareEYENasdaq
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 17, 2026, National Vision Holdings, Inc. (“National Vision” or the “Company”) held its 2026 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 eleven director nominees to hold office for terms expiring at the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified.
For
Against
Abstain
Broker Non-Vote
Jose Armario
71,479,950746,786143,0143,050,477
L. Reade Fahs
70,773,9151,427,583168,2523,050,477
Virginia A. Hepner
71,450,302784,077135,3713,050,477
Susan Somersille Johnson
71,231,0531,002,886135,8113,050,477
Naomi Kelman
71,595,450638,489135,8113,050,477
James M. McGrann
72,016,968217,126135,6563,050,477
Michael J. Nicholson
71,993,783239,889136,0783,050,477
Susan O’Farrell
71,752,548481,781135,4213,050,477
D. Randolph Peeler
70,794,0571,406,999168,6943,050,477
Alex Wilkes72,017,052217,504135,1943,050,477
Caitlin Zulla
71,906,943327,857134,9503,050,477

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.
ForAgainstAbstainBroker Non-Vote
70,210,3202,022,774136,6563,050,477

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 2026.
ForAgainstAbstain
73,341,0541,913,162166,011


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 22, 2026 By: /s/ Jared Brandman
 Name: Jared Brandman
 Title: Chief Legal & Strategy Officer, Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did National Vision Holdings, Inc. (EYE) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing eleven directors, approving executive compensation on an advisory basis, and ratifying Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026. All three proposals received the required support to pass.

Were National Vision (EYE) director nominees elected at the 2026 annual meeting?

Yes. Eleven director nominees, including Jose Armario and L. Reade Fahs, were elected to terms expiring at the 2027 annual meeting. Each nominee received more votes "For" than "Against," with additional broker non-votes reported on each director proposal.

How did National Vision (EYE) stockholders vote on executive compensation in 2026?

Stockholders approved the company’s named executive officer compensation on a non-binding advisory basis, with 70,210,320 votes "For," 2,022,774 "Against," 136,656 "Abstain," and 3,050,477 broker non-votes. This reflects overall stockholder support for current executive pay practices.

Which auditing firm did National Vision (EYE) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as National Vision’s independent registered public accounting firm for fiscal 2026, with 73,341,054 votes "For," 1,913,162 "Against," and 166,011 "Abstain." This confirms Deloitte & Touche’s role as the company’s auditor for that fiscal year.

Did any proposal at National Vision’s 2026 annual meeting fail to pass?

No. All three proposals passed: election of eleven directors, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as auditor. Each proposal received more votes "For" than "Against," alongside reported abstentions and broker non-votes where applicable.

What is the significance of broker non-votes in National Vision (EYE)’s 2026 meeting results?

Broker non-votes represent shares held by brokers that did not receive specific voting instructions on certain matters. The filing reports 3,050,477 broker non-votes for the director elections and executive compensation proposal, but these did not prevent any proposal from receiving sufficient "For" votes.

Filing Exhibits & Attachments

3 documents

Other Documents