Graham Corp (NYSE: GHM) shareholders back directors and proposals

Rhea-AI Filing Summary

Graham Corporation reported the results of its annual meeting of stockholders held on August 26, 2025. Stockholders elected three director nominees, with votes for the nominees ranging from 7,956,879 to 8,390,997, and broker non-votes of 1,186,374 or 1,186,375 on each director item.

Stockholders also voted on additional proposals, including one that received 7,993,843 votes for, 333,753 against, 98,417 abstentions, and 1,186,375 broker non-votes, and another that received 9,352,857 votes for, 255,469 against, and 4,062 abstentions. Overall, all matters received strong majority support from the shares voting.

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.

Understanding 8-K Material Events →

GRAHAM CORP false 0000716314 0000716314 2025-08-26 2025-08-26

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): August 26, 2025

Graham Corporation

(Exact name of Registrant as specified in its charter)

Delaware		001-08462		16-1194720
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

20 Florence Avenue, Batavia, New York		14020
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (585) 343-2216

N/A

(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 $0.10 per share		GHM		NYSE

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.

At the Annual Meeting of Stockholders held on August 26, 2025, the stockholders of the Graham Corporation (the “Company”) voted on the matters described below.

1. The Company’s stockholders elected three directors, each for a three-year term expiring in 2028 or until their successor is duly elected and qualified. The number of shares that voted for the election of each such director, withheld authority to vote for each such director and represented broker non-votes with respect to each such director is summarized in the table below.

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Cari L. Jaroslawsky		7,956,879		469,135		1,186,374
Matthew J. Malone		8,390,997		35,016		1,186,375
Jonathan W. Painter		8,017,944		408,069		1,186,375

2. On an advisory basis, the Company’s stockholders approved the compensation of the Company’s named executive officers (“NEOs”) as such compensation information was disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 15, 2025, including the Compensation Discussion and Analysis, compensation tables and other related narrative disclosures included therein. The table below summarizes the number of shares that voted for, against and abstained from voting on the compensation of the Company’s NEOs, as well as the number of shares representing broker non-votes with respect to such advisory vote.

Votes For		Votes Against		Abstentions		Broker Non-Votes
7,993,843		333,753		98,417		1,186,375

3. The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The number of shares that voted for, against and abstained from voting for the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026 is summarized in the table below.

Votes For		Votes Against		Abstentions
9,352,857		255,469		4,062

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.

				Graham Corporation
Date: August 29, 2025				By:		/s/ Christopher J. Thome
						Christopher J. Thome
						Vice President – Finance, Chief Financial Officer and Chief Accounting Officer

FAQ

What did Graham Corporation (GHM) disclose about its recent stockholder meeting?

Graham Corporation reported voting results from its August 26, 2025 annual meeting of stockholders, including director elections and other proposals that received majority support.

Were Graham Corporation (GHM) director nominees elected at the 2025 annual meeting?

Yes. Three director nominees, including Cari L. Jaroslawsky, Matthew J. Malone, and Jonathan W. Painter, were elected with between 7,956,879 and 8,390,997 votes for each.

How many votes did the Graham Corporation (GHM) director nominees receive?

Cari L. Jaroslawsky received 7,956,879 votes for, Matthew J. Malone received 8,390,997 votes for, and Jonathan W. Painter received 8,017,944 votes for, each with over a million broker non-votes reported.

Did Graham Corporation (GHM) stockholders approve other proposals besides director elections?

Yes. One proposal received 7,993,843 votes for, 333,753 against, 98,417 abstentions, and 1,186,375 broker non-votes, while another received 9,352,857 votes for, 255,469 against, and 4,062 abstentions.

When was the Graham Corporation (GHM) annual meeting held?

The annual meeting of Graham Corporation stockholders was held on August 26, 2025.

What exchange does Graham Corporation (GHM) common stock trade on?

Graham Corporation’s common stock, par value $0.10 per share, trades on the NYSE under the symbol GHM.