Generac (NYSE: GNRC) investors back board slate, auditor and executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Generac Holdings Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected three directors — Marcia J. Avedon, Bennett J. Morgan, and Dominick P. Zarcone — each to a three-year term, with support levels above 38 million votes for each nominee.

Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 50,925,956 votes for and minimal opposition. In addition, they approved, on an advisory and non-binding basis, the compensation of the Company’s executive officers with 43,841,064 votes in favor.

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

Votes for Marcia J. Avedon: 42,473,392 votes Votes for Bennett J. Morgan: 38,517,771 votes Votes for Dominick P. Zarcone: 43,058,885 votes +3 more

6 metrics

Votes for Marcia J. Avedon 42,473,392 votes Election of director at 2026 annual meeting

Votes for Bennett J. Morgan 38,517,771 votes Election of director at 2026 annual meeting

Votes for Dominick P. Zarcone 43,058,885 votes Election of director at 2026 annual meeting

Auditor ratification for votes 50,925,956 votes Ratification of Deloitte & Touche LLP for 2026

Say-on-pay for votes 43,841,064 votes Advisory vote on executive compensation

Broker non-votes on director elections 5,404,286 votes Each director election proposal

Key Terms

broker non-votes, independent registered public accounting firm, advisory, non-binding basis, executive compensation, +1 more

5 terms

broker non-votes financial

"Name | For | Against | Abstain | Broker Non-Votes Marcia J. Avedon | 42,473,392 | 3,741,410 | 69,775 | 5,404,286"

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 regulatory

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 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.

advisory, non-binding basis regulatory

"approved on an advisory, non-binding basis, the compensation of the Company’s executive officers"

executive compensation financial

"Proposal No.3 — Advisory Vote on Executive Compensation"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

Submission of Matters to a Vote of Security Holders regulatory

"Item 5.07 Submission of Matters to a Vote of Security Holders."

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Understanding 8-K Material Events →

06/12/2026 - 04:27 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 11, 2026

Generac Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34627	20-5654756
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

S45 W29290 Hwy 59
Waukesha, Wisconsin	53189
(Address of principal executive offices)	(Zip Code)

(262) 544-4811

(Registrant’s telephone number, including area code)

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, $0.01 par value	GNRC	New York Stock Exchange

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 2026 annual meeting of stockholders of Generac Holdings Inc. (the “Company”), the Company’s stockholders (1) elected each of the Company’s director nominees listed below for a three-year term; (2) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (3) approved on an advisory, non-binding basis, the compensation of the Company’s executive officers:

Proposal No.1 — Election of Directors

Name	For	Against	Abstain	Broker Non-Votes
Marcia J. Avedon	42,473,392	3,741,410	69,775	5,404,286
Bennett J. Morgan	38,517,771	7,728,519	38,287	5,404,286
Dominick P. Zarcone	43,058,885	3,186,823	38,869	5,404,286

Proposal No.2 — Ratification of the Appointment of Deloitte & Touche, LLP

For	Against	Abstain	Broker Non-Votes
50,925,956	723,483	39,424	0

Proposal No.3 — Advisory Vote on Executive Compensation

For	Against	Abstain	Broker Non-Votes
43,841,064	2,373,481	70,032	5,404,286

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.

June 12, 2026	GENERAC HOLDINGS INC.

	By:	/s/ Raj Kanuru
		Raj Kanuru
		EVP, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Generac Holdings (GNRC) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving, on an advisory non-binding basis, the compensation of executive officers. All three proposals received majority support from voting shares.

Which directors were elected at Generac Holdings (GNRC) 2026 annual meeting?

Marcia J. Avedon, Bennett J. Morgan, and Dominick P. Zarcone were elected to three-year terms. Each nominee received more votes “For” than “Against,” with Avedon receiving 42,473,392 votes for, Morgan 38,517,771, and Zarcone 43,058,885, plus additional broker non-votes recorded.

How did Generac Holdings (GNRC) stockholders vote on the Deloitte & Touche auditor ratification?

Stockholders strongly supported ratifying Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 50,925,956 votes for, 723,483 against, and 39,424 abstentions. There were no broker non-votes recorded on this auditor ratification proposal.

Was Generac Holdings (GNRC) executive compensation approved in the 2026 say-on-pay vote?

Yes. The advisory, non-binding vote on executive compensation received 43,841,064 votes for, 2,373,481 against, and 70,032 abstentions, with 5,404,286 broker non-votes. This outcome indicates stockholder approval of the company’s disclosed executive pay program for that period.

What are broker non-votes in Generac Holdings (GNRC) 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions from beneficial owners on certain proposals. For the director elections and say-on-pay proposal, Generac reported 5,404,286 broker non-votes in each case, affecting quorum but not counted against proposals.

Who signed the Generac Holdings (GNRC) Form 8-K reporting the 2026 vote results?

The report was signed on behalf of Generac Holdings Inc. by Raj Kanuru, who is listed as Executive Vice President, General Counsel & Secretary. The signature confirms the company’s authorization of the disclosed 2026 annual meeting voting results.

Filing Exhibits & Attachments

4 documents