Hayward Holdings (NYSE: HAYW) investors approve directors, pay and auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Hayward Holdings, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 21, 2026. Shareholders elected directors Kevin D. Brown, Arthur L. Soucy and Lori A. Walker to serve until the 2029 annual meeting. An advisory resolution approving compensation for the company’s named executive officers received 186,094,162 votes for, 10,540,076 against and 281,964 abstentions, with 12,518,437 broker non-votes. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for the fiscal year ending December 31, 2026, with 204,356,687 votes for, 4,799,931 against and 278,021 abstentions.
Positive
- None.
Negative
- None.
Insights
Routine annual meeting with all management proposals approved.
Hayward Holdings’ 2026 annual meeting shows shareholders supporting the full director slate, executive compensation on an advisory basis, and the reappointment of PricewaterhouseCoopers LLP as auditor. The voting margins, especially on auditor ratification, indicate broad backing for current governance and oversight structures.
The say-on-pay proposal passed with far more votes for than against, suggesting general acceptance of the disclosed pay practices in the proxy statement. Auditor ratification drew particularly strong support, which typically reflects comfort with financial reporting and audit quality.
While these outcomes affirm the status quo, they are standard annual actions rather than transformative events. Future proxy materials and meeting results will provide more detail if shareholder sentiment meaningfully shifts on board composition, compensation design, or the choice of external auditor.
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 Kevin D. Brown: 187,968,205 votes
Votes for Arthur L. Soucy: 128,518,230 votes
Votes for Lori A. Walker: 188,052,962 votes
+4 more
7 metrics
Votes for Kevin D. Brown
187,968,205 votes
Director election at 2026 annual meeting
Votes for Arthur L. Soucy
128,518,230 votes
Director election at 2026 annual meeting
Votes for Lori A. Walker
188,052,962 votes
Director election at 2026 annual meeting
Say-on-pay votes for
186,094,162 votes
Advisory executive compensation approval
Say-on-pay votes against
10,540,076 votes
Advisory executive compensation approval
Auditor ratification votes for
204,356,687 votes
PwC ratified for fiscal year ending December 31, 2026
Auditor ratification votes against
4,799,931 votes
PwC ratified for fiscal year ending December 31, 2026
Key Terms
Annual Meeting of Stockholders, broker non-votes, named executive officers, independent registered public accountants, +1 more
5 terms
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders on May 21, 2026"
broker non-votes financial
"Director Nominee | For | Withhold | 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.
named executive officers financial
"compensation to the Company’s named executive officers as disclosed"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accountants financial
"as the Company’s independent registered public accountants for the fiscal year"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
advisory basis financial
"Approval, on an advisory basis, of the compensation to the Company’s"
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): May 21, 2026
(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, including zip code)
(704 ) 837-8002
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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).
☐ 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.
Hayward Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on May 21, 2026 (the “Annual Meeting”). The results for each matter voted on by the stockholders at the Annual Meeting are as follows:
Proposal 1: Election of Directors.
| Director Nominee | For | Withhold | Broker Non-Votes | ||||||||
| Kevin D. Brown | 187,968,205 | 8,947,997 | 12,518,437 | ||||||||
| Arthur L. Soucy | 128,518,230 | 68,397,972 | 12,518,437 | ||||||||
| Lori A. Walker | 188,052,962 | 8,863,240 | 12,518,437 | ||||||||
Each of the nominees was elected by a plurality of the votes cast by stockholders to serve terms lasting until our 2029 annual meeting of stockholders and their successors are duly elected and qualified.
Proposal 2: Approval, on an advisory basis, of the compensation to the Company’s named executive officers as disclosed in the Company's proxy statement for the Annual Meeting.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 186,094,162 | 10,540,076 | 281,964 | 12,518,437 | |||||||||||||||||
A majority of shares present or represented by proxy and entitled to vote at the Annual Meeting were cast in favor of the adoption of a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting.
Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026.
| For | Against | Abstain | ||||||||||||
| 204,356,687 | 4,799,931 | 278,021 | ||||||||||||
A majority of shares present or represented by proxy and entitled to vote at the Annual Meeting were cast in favor of the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026.
SIGNATURE
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.
| HAYWARD HOLDINGS, INC. | |||||||||||
| Date: May 22, 2026 | By: | /s/ Susan M. Canning | |||||||||
| Susan M. Canning | |||||||||||
| SVP, Chief Legal Officer and Corporate Secretary | |||||||||||
FAQ
What were the broker non-votes at Hayward Holdings’ 2026 annual meeting?
Broker non-votes totaled 12,518,437 shares for both the director elections and the advisory vote on executive compensation. Broker non-votes generally arise when brokers lack discretionary authority to vote on certain proposals without specific instructions from beneficial owners.