Fastenal (NASDAQ: FAST) investors approve equity plans, reject EEO-1 proposal

Rhea-AI Filing Summary

Fastenal Company reported the results of its annual shareholder meeting held in Winona, Minnesota. Shareholders voted 1,055,737,147 shares of Common Stock out of 1,148,328,513 shares outstanding as of the record date, establishing a quorum.

All eleven director nominees were elected, each receiving substantially more votes for than against, with additional broker non-votes recorded. Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026. They also approved, on an advisory basis, the compensation of named executive officers and adopted both the Employee Restricted Stock Unit Plan and the Non-Employee Director Stock and Restricted Stock Unit Plan. A shareholder proposal seeking an EEO-1 report disclosure policy did not pass, receiving significantly more votes against than for, alongside broker non-votes.

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, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 1,148,328,513 shares Shares represented: 1,055,737,147 shares Broker non-votes (director election): 119,411,988 shares +5 more

8 metrics

Shares outstanding 1,148,328,513 shares Common Stock outstanding and entitled to vote as of record date

Shares represented 1,055,737,147 shares Common Stock represented in person or by proxy at the Annual Meeting

Broker non-votes (director election) 119,411,988 shares Broker non-votes recorded on Proposal #1 director election

Auditor ratification votes for 1,053,383,717 votes Votes for ratifying PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Say-on-pay votes for 831,817,569 votes Votes for advisory approval of named executive officer compensation

Employee RSU Plan votes for 904,584,327 votes Votes for approval of the Fastenal Company Employee Restricted Stock Unit Plan

Non-Employee Director Plan votes for 919,667,718 votes Votes for approval of the Non-Employee Director Stock and Restricted Stock Unit Plan

EEO-1 proposal votes against 680,787,660 votes Votes against the shareholder proposal on an EEO-1 report disclosure policy

Key Terms

broker non-votes, advisory vote, restricted stock unit, named executive officers, +1 more

5 terms

broker non-votes financial

"There were 119,411,988 broker non-votes."

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.

advisory vote financial

"An advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

restricted stock unit financial

"Fastenal Company Employee Restricted Stock Unit Plan"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

named executive officers financial

"the compensation of the Company's named executive officers as disclosed in the proxy statement"

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.

EEO-1 report disclosure policy financial

"shareholder proposal relating to an EEO-1 report disclosure policy"

Understanding 8-K Material Events →

0000815556false00008155562026-04-232026-04-23

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) April 23, 2026

FASTENAL COMPANY

(Exact name of registrant as specified in its charter)

Minnesota			0-16125			41-0948415
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

2001 Theurer Boulevard, Winona, Minnesota

55987-1500

(Address of principal executive offices)

(Zip Code)

 (507) 454-5374

(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 $.01 per share			FAST			The Nasdaq Stock Market LLC

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 April 23, 2026, Fastenal Company (the 'Company') held its annual meeting of shareholders (the 'Annual Meeting') in Winona, Minnesota. As of the record date for the Annual Meeting, there were 1,148,328,513 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. There were 1,055,737,147 shares of Common Stock represented in person or by proxy at the Annual Meeting; therefore, a quorum was present. The following is a brief summary of each matter voted upon at the Annual Meeting:

•Proposal #1 – Election of directors. The election of a board of directors consisting of eleven members to serve until the next regular meeting of shareholders and until their successors have been elected and qualified. The voting results were as follows:

Names of Directors						Total Number of Votes For						Total Number of Votes Against						Total Number of Votes Abstaining
Scott A. Satterlee						881,890,335						29,399,818						25,035,006
Michael J. Ancius						882,507,870						51,042,043						2,775,246
Stephen L. Eastman						858,275,806						75,185,886						2,863,467
Brady D. Ericson						931,052,248						2,307,295						2,965,616
Daniel L. Florness						931,368,456						4,037,299						919,404
Rita J. Heise						890,567,621						44,329,841						1,427,697
Hsenghung Sam Hsu						903,595,938						29,256,855						3,472,366
Daniel L. Johnson						890,405,101						42,898,065						3,021,993
Sarah N. Nielsen						923,549,565						9,939,164						2,836,430
Irene A. Quarshie						901,410,446						31,532,414						3,382,299
Reyne K. Wisecup						914,010,278						21,039,456						1,275,425

There were 119,411,988 broker non-votes.

Based on the votes set forth above, all of the foregoing persons were elected to serve until the next regular meeting of shareholders or until their successors have been elected and qualified.

•Proposal #2 – Ratification of appointment of independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:

For						Against						Abstain
1,053,383,717						1,233,639						1,119,791

Based on the votes set forth above, the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the Company's shareholders.

•Proposal #3 – An advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting. The voting results were as follows:

For						Against						Abstain
831,817,569						102,483,487						2,024,103

There were 119,411,988 broker non-votes.

Based on the votes set forth above, the resolution for the approval, on an advisory basis, of the compensation of the Company's named executive officers was adopted by the Company's shareholders.

•Proposal #4 – Approval of the Fastenal Company Employee Restricted Stock Unit Plan. The voting results were as follows:

For						Against						Abstain
904,584,327						30,000,961						1,739,871

There were 119,411,988 broker non-votes.

Based on the votes set forth above, the resolution for the approval of the Fastenal Company Employee Restricted Stock Unit Plan was adopted by the Company's shareholders.

•Proposal #5 – Approval of the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan. The voting results were as follows:

For						Against						Abstain
919,667,718						14,400,102						2,257,339

There were 119,411,988 broker non-votes.

Based on the votes set forth above, the resolution for the approval of the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan was adopted by the Company's shareholders.

•Proposal #6 – Consideration of the shareholder proposal relating to an EEO-1 report disclosure policy. The voting results were as follows:

For						Against						Abstain
203,889,257						680,787,660						51,648,242

There were 119,411,988 broker non-votes.

Based on the votes set forth above, the shareholder proposal relating to an EEO-1 reporting disclosure policy was not adopted by the Company's shareholders.

Item 9.01. Financial Statements and Exhibits.

INDEX TO EXHIBITS

Exhibit Number						Description of Document
10.1						Fastenal Company Employee Restricted Stock Unit Plan
10.2						Fastenal Company Non-Employee and Director Stock and Restricted Stock Unit Plan
104						The cover page from the Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURE

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.

						Fastenal Company
						(Registrant)
April 24, 2026			By:			/s/   SHERYL A. LISOWSKI
(Date)						Sheryl A. Lisowski Executive Vice President - Chief Accounting Officer and Treasurer

FAQ

What was the shareholder turnout at Fastenal (FAST)'s 2026 annual meeting?

Shareholder participation was high, with 1,055,737,147 shares of Common Stock represented in person or by proxy. This compares to 1,148,328,513 shares outstanding and entitled to vote as of the record date, indicating a strong turnout and a clear quorum for conducting business.

Did Fastenal (FAST) shareholders re-elect the board of directors at the 2026 meeting?

Yes. Shareholders elected eleven directors to serve until the next regular meeting. Each nominee, including Scott A. Satterlee and Daniel L. Florness, received substantially more votes for than against, along with some abstentions and 119,411,988 broker non-votes recorded on the director election proposal.

Which auditor did Fastenal (FAST) shareholders ratify for the 2026 fiscal year?

Shareholders ratified PricewaterhouseCoopers LLP as Fastenal’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 1,053,383,717 votes for, 1,233,639 votes against, and 1,119,791 abstentions, confirming broad support for continuing with the same audit firm.

How did Fastenal (FAST) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of Fastenal’s named executive officers. The say-on-pay resolution received 831,817,569 votes for, 102,483,487 votes against, and 2,024,103 abstentions, with 119,411,988 broker non-votes, indicating overall support for the disclosed pay programs.

What equity compensation plans did Fastenal (FAST) shareholders approve in 2026?

Shareholders approved two plans: the Fastenal Company Employee Restricted Stock Unit Plan and the Fastenal Company Non-Employee Director Stock and Restricted Stock Unit Plan. The employee plan received 904,584,327 votes for, while the non-employee director plan received 919,667,718 votes for, both with relatively low opposition and broker non-votes.

What happened to the EEO-1 report disclosure shareholder proposal at Fastenal (FAST)?

The shareholder proposal requesting an EEO-1 report disclosure policy was not adopted. It received 203,889,257 votes for, 680,787,660 votes against, and 51,648,242 abstentions, plus 119,411,988 broker non-votes, showing considerably more opposition than support among voting shareholders at the meeting.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 FASTENAL EMPLOYEE RESTRICTED STOCK UNIT PLAN 59.5 KB
• EX-10.2 FASTENAL NON-EMPLOYEE DIRECTOR STOCK AND RESTRICTED STOCK UNIT PLAN 49.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB