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  4. [8-K] Fortrea Holdings Inc. Reports Material Event

Fortrea (NASDAQ: FTRE) investors approve directors, auditor and pay plan

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

Rhea-AI Filing Summary

Fortrea Holdings Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. As of the April 15, 2026 record date, 94,584,730 common shares were outstanding, and 86,194,966 shares were present or represented by proxy, establishing a quorum.

Stockholders elected Anshul Thakral, Peter M. Neupert and William J. Sharbaugh to the board. They ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved on an advisory basis the compensation of the Company’s named executive officers.

Positive

  • None.

Negative

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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.
Shares outstanding 94,584,730 shares Common stock outstanding and entitled to vote as of April 15, 2026
Shares represented 86,194,966 shares Shares present or represented by proxy at 2026 Annual Meeting
Votes for Thakral 75,014,537 votes Votes cast “For” director nominee Anshul Thakral
Votes for Neupert 70,709,138 votes Votes cast “For” director nominee Peter M. Neupert
Votes for Sharbaugh 74,923,196 votes Votes cast “For” director nominee William J. Sharbaugh
Auditor ratification support 86,104,449 votes Votes cast “For” Deloitte & Touche LLP as 2026 auditor
Say-on-pay support 73,544,293 votes Votes cast “For” advisory compensation proposal for named executive officers
quorum financial
"which constituted a quorum for the transaction of business at the Annual Meeting"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes financial
"Votes | Votes | Votes | Broker For | Against | Abstained | 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.
independent registered public accounting firm financial
"The appointment of Deloitte & Touche LLP as the Company’s 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.
advisory (non-binding) vote financial
"Advisory (Non-Binding) Vote on the Compensation of the Company’s Named Executive Officers"
record date financial
"As of April 15, 2026, the record date for the Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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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

June 9, 2026
(Date of earliest event reported)

Fortrea Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)


Delaware
001-41704
92-2796441
(State or other jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

8 Moore Drive
Durham,
North Carolina
27713
(Address of principal executive offices)
(Zip Code)

(Registrant’s telephone number including area code) 877-495-0816

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 communication 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 Exchange Act.
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueFTREThe 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 (§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 9, 2026, Fortrea Holdings Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 15, 2026, the record date for the Annual Meeting, there were 94,584,730 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. Of these shares, 86,194,966 were present or represented by proxy, which constituted a quorum for the transaction of business at the Annual Meeting. Proxies for the meeting were solicited in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended. At the Annual Meeting, stockholders voted on the following proposals:


Proposal 1: Election of Directors

The following nominees were elected to the Company’s Board of Directors

VotesVotesVotesBroker
For WithheldAbstainedNon-Votes
Anshul Thakral75,014,5372,533,35214,4978,632,580
Peter M. Neupert70,709,1385,953,866899,3828,632,580
William J. Sharbaugh74,923,1962,623,17816,0128,632,580


Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based upon the following votes:

VotesVotesVotes
For AgainstAbstained
86,104,44971,29519,222


Proposal 3: Advisory (Non-Binding) Vote on the Compensation of the Company’s Named Executive Officers

The proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers was approved based upon the following votes:

VotesVotesVotesBroker
For AgainstAbstainedNon-Votes
73,544,2933,877,113140,9808,632,580



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.


Fortrea Holdings Inc.
By:
/s/ Agnieszka M. Gallagher
Name: Agnieszka M. Gallagher
Title: General Counsel

Date: June 12, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Fortrea (FTRE) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three key items: electing three directors, ratifying Deloitte & Touche LLP as the independent registered public accounting firm for 2026, and approving on an advisory, non-binding basis the compensation of Fortrea’s named executive officers.

How many Fortrea (FTRE) shares were eligible and present for the 2026 annual meeting?

As of the April 15, 2026 record date, 94,584,730 shares of Fortrea common stock were outstanding and entitled to vote. At the meeting, 86,194,966 shares were present or represented by proxy, which was sufficient to constitute a quorum for conducting business.

Were Fortrea’s director nominees elected at the 2026 annual meeting?

Yes. Director nominees Anshul Thakral, Peter M. Neupert, and William J. Sharbaugh were elected. Each received more votes “For” than “Withheld,” with Thakral and Sharbaugh exceeding 74.9 million votes “For” and Neupert receiving over 70.7 million votes “For.”

Did Fortrea (FTRE) shareholders approve the auditor for 2026?

Yes. Shareholders ratified the appointment of Deloitte & Touche LLP as Fortrea’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 86,104,449 votes “For,” 71,295 “Against,” and 19,222 abstentions recorded on the proposal.

How did Fortrea (FTRE) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory and non-binding basis, the compensation of Fortrea’s named executive officers. The proposal received 73,544,293 votes “For,” 3,877,113 votes “Against,” 140,980 abstentions, and 8,632,580 broker non-votes recorded at the meeting.

Who signed Fortrea’s report on the 2026 annual meeting voting results?

The report was signed on behalf of Fortrea Holdings Inc. by Agnieszka M. Gallagher, who is identified as the Company’s General Counsel. The signature line confirms that the registrant caused the report to be executed by a duly authorized officer.

Filing Exhibits & Attachments

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