National Vision reports 2026 shareholder voting results

National Vision Holdings, Inc. reported the results of its 2026 annual stockholder meeting.

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.

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, or exhibit attachments filed with this report.

Key Figures

Votes for Jose Armario: 71,479,950 votes Votes for L. Reade Fahs: 70,773,915 votes Say-on-pay votes For: 70,210,320 votes +4 more

7 metrics

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

Key Terms

broker non-vote, non-binding advisory basis, independent registered public accounting firm, annual meeting of stockholders

4 terms

broker non-vote financial

"For | Against | Abstain | Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

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”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 04:11 PM Learn about SEC filing dates

0001710155false00017101552026-06-172026-06-17

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 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 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			71,479,950						746,786						143,014						3,050,477
L. Reade Fahs			70,773,915						1,427,583						168,252						3,050,477
Virginia A. Hepner			71,450,302						784,077						135,371						3,050,477
Susan Somersille Johnson			71,231,053						1,002,886						135,811						3,050,477
Naomi Kelman			71,595,450						638,489						135,811						3,050,477
James M. McGrann			72,016,968						217,126						135,656						3,050,477
Michael J. Nicholson			71,993,783						239,889						136,078						3,050,477
Susan O’Farrell			71,752,548						481,781						135,421						3,050,477
D. Randolph Peeler			70,794,057						1,406,999						168,694						3,050,477
Alex Wilkes			72,017,052						217,504						135,194						3,050,477
Caitlin Zulla			71,906,943						327,857						134,950						3,050,477

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.

For			Against			Abstain			Broker Non-Vote
70,210,320			2,022,774			136,656			3,050,477

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.

For			Against			Abstain
73,341,054			1,913,162			166,011

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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB