Finance of America (NYSE: FOA) 2026 meeting backs directors, pay and BDO
Rhea-AI Filing Summary
Finance of America Companies Inc. held its annual stockholder meeting on May 15, 2026, with total voting power of 17,570,559 votes as of the March 18, 2026 record date. The capital structure included vested and unvested Class A Common Stock, Class B Common Stock linked to Class A LLC Units, and 50,000 shares of Series A Convertible Perpetual Preferred Stock carrying 860,957 votes and subject to a 4.9% voting power cap on an as-converted basis at a $35.00 conversion price.
Stockholders elected six directors for terms expiring at the 2027 annual meeting, with each nominee receiving over 11.4 million votes for. They also approved, on a non-binding advisory basis, the compensation of named executive officers by 10,611,992 votes for and 2,157,955 against, with additional abstentions and broker non-votes. Finally, stockholders ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, by 14,185,272 votes for and minimal opposition.
Positive
- None.
Negative
- None.
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
Total voting power: 17,570,559 votes
Votes represented at meeting: 14,213,707 votes
Series A Preferred voting power: 860,957 votes
+3 more
6 metrics
Total voting power
17,570,559 votes
As of record date March 18, 2026
Votes represented at meeting
14,213,707 votes
80.89% of total voting power present or by proxy
Series A Preferred voting power
860,957 votes
50,000 Series A Convertible Perpetual Preferred shares as of record date
Series A conversion price
$35.00 per share
Conversion price for Series A Preferred as of March 18, 2026
Say-on-pay votes for
10,611,992 votes
Advisory approval of named executive officer compensation
Auditor ratification votes for
14,185,272 votes
Ratification of BDO USA, P.C. for fiscal year ending December 31, 2026
Key Terms
Series A Convertible Perpetual Preferred Stock, as-converted basis, broker non-votes, non-binding and advisory basis, +1 more
5 terms
Series A Convertible Perpetual Preferred Stock financial
"50,000 shares of Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stock”), representing a voting power of 860,957 votes."
A Series A convertible perpetual preferred stock is an early-class preferred share that pays priority dividends and has no set maturity date, while giving holders the option to convert those shares into common stock. Think of it as a hybrid between a steady-income claim and an ownership ticket — it usually ranks ahead of common shareholders for payments but can turn into common shares, affecting dividend income, voting, and potential dilution for existing investors.
as-converted basis financial
"The holders of shares of Series A Preferred Stock are entitled to vote on an as-converted basis with the holders of shares of Common Stock as a single class"
As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.
broker non-votes financial
"The voting results were as follows Director Nominee | Votes For | Votes Withheld | 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.
non-binding and advisory basis financial
"The stockholders approved, on a non-binding and advisory basis, the compensation of the named executive officers of the Company."
independent registered public accounting firm financial
"The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What was the total voting power at Finance of America (FOA)’s 2026 annual meeting?
The total voting power at the 2026 annual meeting was 17,570,559 votes as of March 18, 2026. This included Class A Common Stock, Class B Common Stock tied to LLC units, and Series A Convertible Perpetual Preferred Stock voting on an as-converted basis.
Were all director nominees elected at Finance of America (FOA)’s 2026 annual meeting?
Yes, all six director nominees were elected to the Board for terms expiring at the 2027 annual meeting. Each nominee, including Lance N. West and Andrew Essex, received more than 11.4 million votes in favor, with broker non-votes reported separately.
How did Finance of America (FOA) stockholders vote on executive compensation in 2026?
Stockholders approved the named executive officer compensation on a non-binding advisory basis with 10,611,992 votes for and 2,157,955 votes against. There were 28,174 abstentions and 1,415,586 broker non-votes, indicating broad but not unanimous support for the pay program.
Which auditor did Finance of America (FOA) stockholders ratify for fiscal 2026?
Stockholders ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 14,185,272 votes for, with only 25,390 votes against and 3,045 abstentions, signaling strong approval.
What role does Class B Common Stock play in Finance of America (FOA)’s voting structure?
Class B Common Stock has no economic rights but carries voting power equal to the Class A LLC Units held by each holder in Finance of America Equity Capital LLC. At the record date, 12 Class B shares represented the voting power of 7,731,821 Class A LLC Units.