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  4. [8-K] Goosehead Insurance, Inc. Reports Material Event

Shareholders back Goosehead (NASDAQ: GSHD) board, pay and auditor

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

Rhea-AI Filing Summary

Goosehead Insurance, Inc. held its 2026 annual shareholder meeting, where a quorum was present and three proposals were approved. Shareholders elected Robyn Jones and William Wade, Jr. to the board, each receiving about 24.8 million votes in favor, with additional votes withheld and broker non-votes recorded.

Investors also ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, with 32,904,301 votes for, 59,628 against, and 1,973 abstaining. In a non-binding advisory vote, shareholders approved executive compensation, with 29,812,006 votes for, 2,320,278 against, 6,578 abstentions, and 827,040 broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Votes for Robyn Jones 24,846,411 votes Election to board of directors at 2026 annual meeting
Votes for William Wade, Jr. 24,854,625 votes Election to board of directors at 2026 annual meeting
Auditor ratification for votes 32,904,301 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026
Say-on-pay for votes 29,812,006 votes Advisory vote on executive compensation at 2026 annual meeting
Broker non-votes on say-on-pay 827,040 votes Advisory vote on executive compensation
broker non-votes financial
"The votes cast at the Annual Meeting were as follows ... 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.
independent registered public accounting firm financial
"ratify the selection 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 vote on executive compensation financial
"Proposal 3—Advisory Vote on Executive Compensation"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
Annual Meeting of Shareholders financial
"held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
FALSE000172697800017269782026-05-042026-05-04

______________________________________________________________________________________________________
  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): May 4, 2026
______________________________________________________________________________________________________
Goosehead Insurance, Inc.
(Exact Name of Registrant as Specified in Charter)
 ______________________________________________________________________________________________________
Delaware
001-38466
82-3886022
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1500 Solana Boulevard, Ste. 4500
Westlake, Texas 76262    
(Address of Principal Executive Offices, and Zip Code)

214-838-5500
Registrant’s Telephone Number, Including Area Code

Not applicable
(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 (see General Instruction A.2. below):
☐
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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communication 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
Class A Common Stock, par value $.01 per share
GSHD
NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 May 4, 2026, Goosehead Insurance, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the shareholders of the Company voted on the following three proposals:

Proposal 1—Election of Directors

The following nominees were elected to the Company’s Board of Directors to hold office for terms ending at the annual meeting of shareholders to be held in 2029 or until their successors are elected and qualified, or until their earlier death, resignation or removal. The votes cast at the Annual Meeting were as follows:
NomineeForWithheldBroker Non-Votes
Robyn Jones24,846,411 7,292,451 827,040 
William Wade, Jr.24,854,625 7,284,237 827,040 


Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm

The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved based upon the following votes:
ForAgainstAbstain
32,904,301 59,628 1,973 

Proposal 3—Advisory Vote on Executive Compensation

The proposal to approve an advisory resolution relating to the approval of compensation paid to the Company’s named executive officers was approved based upon the following votes:
ForAgainstAbstainBroker Non-Votes
29,812,006 2,320,278 6,578 827,040 





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.
GOOSEHEAD INSURANCE, INC.
By:
/s/ Mark K. Miller
Mark K. Miller
Chief Executive Officer
Date: May 4, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Goosehead Insurance (GSHD) shareholders decide about the board of directors?

Shareholders elected Robyn Jones and William Wade, Jr. to Goosehead Insurance’s board. Jones received 24,846,411 votes for and Wade received 24,854,625, with several million votes withheld and 827,040 broker non-votes recorded for each nominee.

Was the auditor for Goosehead Insurance (GSHD) approved for 2026?

Yes, shareholders ratified Deloitte & Touche LLP as Goosehead Insurance’s independent registered public accounting firm for 2026. The firm received 32,904,301 votes for, 59,628 against, and 1,973 abstentions in the ratification proposal.

How did Goosehead Insurance (GSHD) shareholders vote on executive compensation?

Shareholders approved the advisory resolution on compensation for named executive officers. The proposal received 29,812,006 votes for, 2,320,278 against, 6,578 abstentions, and 827,040 broker non-votes, indicating overall support in this non-binding say-on-pay vote.

What proposals were considered at Goosehead Insurance’s 2026 annual meeting?

Shareholders voted on three proposals: electing two directors to terms ending at the 2029 annual meeting, ratifying Deloitte & Touche LLP as 2026 auditor, and approving an advisory resolution on executive compensation for the company’s named executive officers.

Did Goosehead Insurance (GSHD) report broker non-votes in its 2026 meeting results?

Yes, broker non-votes were reported on director elections and the executive compensation advisory vote. Each director proposal and the pay proposal showed 827,040 broker non-votes, reflecting shares present but not voting on those particular matters.

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