Greif (NYSE: GEF) details director, auditor and say-on-pay votes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Greif, Inc. reported the results of its Annual Meeting of Stockholders held on February 23, 2026, where holders of Class B Common Stock voted on key corporate matters. Stockholders cast votes to elect ten directors to one-year terms, including Ole G. Rosgaard, who received 17,226,727 votes for and 30,941 withheld.
They also voted on an advisory basis on two proposals. The ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026 received 19,007,425 votes for, 6,422 against and 1,330 abstentions. The advisory vote on compensation of Named Executive Officers received 17,169,199 votes for, 79,944 against, 8,525 abstentions and 1,757,509 broker non-votes.
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.
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
| (February 23, 2026) | |||||
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (740 ) 549-6000
Former name, former address and former fiscal year, if changed since last report: Not Applicable
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
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 (see General Instruction A.2. below):
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on February 23, 2026. At the Annual Meeting, the holders of the Company's Class B Common Stock voted on the following proposals and cast their votes as described below.
Proposal 1
To elect the following persons as directors for one-year terms: Ole G. Rosgaard, Bruce A. Edwards, Mark A. Emkes, Jillian C. Evanko, John W. McNamara, Frank C. Miller, Karen A. Morrison, Robert M. Patterson, B. Andrew Rose and Kimberly T. Scott, the ten persons nominated by the Company’s Board of Directors.
PROPOSAL 001 ELECTION OF DIRECTORS
| *** | FOR | WITHHELD | ||||||
| Ole G. Rosgaard | 17,226,727 | 30,941 | ||||||
| Bruce A. Edwards | 17,219,852 | 37,816 | ||||||
| Mark A. Emkes | 16,549,739 | 707,929 | ||||||
| Jillian C. Evanko | 17,229,164 | 28,504 | ||||||
| John W. McNamara | 16,402,317 | 855,351 | ||||||
| Frank C. Miller | 16,010,982 | 1,246,686 | ||||||
| Karen A. Morrison | 17,228,516 | 29,152 | ||||||
| Robert M. Patterson | 17,159,967 | 97,701 | ||||||
| B. Andrew Rose | 17,224,094 | 33,574 | ||||||
| Kimberly T. Scott | 16,491,055 | 766,613 | ||||||
Proposal 2
To consider and vote upon the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026:
PROPOSAL 002 ADVISORY VOTE ON RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR FISCAL YEAR 2026
| *** | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| TOTAL SHARES VOTED | 19,007,425 | 6,422 | 1,330 | — | ||||||||||
Proposal 3
To consider and vote upon the proposal to approve, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the Compensation Discussion and Analysis and Executive Compensation Tables, as well as the other narrative compensation disclosures contained in the proxy statement for the Annual Meeting.
PROPOSAL 003 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
| *** | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| TOTAL SHARES VOTED | 17,169,199 | 79,944 | 8,525 | 1,757,509 | ||||||||||
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.
| GREIF, INC. | ||||||||
| Date: February 25, 2026 | By | /s/ Lawrence A. Hilsheimer | ||||||
Lawrence A. Hilsheimer, Executive Vice President and Chief Financial Officer | ||||||||
FAQ
What did Greif (GEF) stockholders vote on at the 2026 annual meeting?
Greif Class B stockholders voted on electing ten directors, ratifying Deloitte & Touche LLP as independent auditor for fiscal 2026, and an advisory say-on-pay proposal covering Named Executive Officer compensation disclosed in the proxy statement for the Annual Meeting.
How did Greif (GEF) Class B holders vote on the director slate?
Class B holders cast strong support for the ten director nominees. For example, Ole G. Rosgaard received 17,226,727 votes for and 30,941 withheld, while nominees such as Jillian C. Evanko and Karen A. Morrison also received large majorities of votes for over withheld.
What were the vote results on Greif’s auditor ratification proposal?
For ratification of Deloitte & Touche LLP as Greif’s independent registered public accounting firm for fiscal 2026, stockholders cast 19,007,425 votes for, 6,422 against and 1,330 abstentions, with no broker non-votes reported in the summarized voting results table.
Who signed Greif’s report on the 2026 annual meeting voting results?
The report summarizing the 2026 Annual Meeting voting results was signed on behalf of Greif by Lawrence A. Hilsheimer, who is identified as the company’s Executive Vice President and Chief Financial Officer in the signature block of the document.
Which stock classes of Greif are listed and where are they traded?
Greif lists Class A Common Stock under the symbol GEF and Class B Common Stock under the symbol GEF-B. Both classes are shown as trading on the New York Stock Exchange in the company’s securities registration details.