HEICO (NYSE: HEI) investors back board, pay plan and auditor

Rhea-AI Filing Summary

HEICO Corporation reported the results of its Annual Meeting of Shareholders held on March 13, 2026. Shareholders elected all nine director nominees, with most receiving strong majorities of votes cast and consistent broker non-vote totals of 4,015,763.

Investors approved the non-binding advisory vote on executive compensation, with 48,957,609 votes for, 4,907,408 against, and 68,560 abstentions, alongside the same 4,015,763 broker non-votes. Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending October 31, 2026, with 56,478,611 votes for, 1,437,105 against, and 33,624 abstentions.

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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): March 13, 2026

HEICO CORPORATION

(Exact name of registrant as specified in its charter)

Florida			001-04604			65-0341002
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

3000 Taft Street, Hollywood, Florida 33021

(Address of Principal Executive Offices) (Zip Code)

(954) 987-4000

(Registrant's telephone number, including area code)

(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, $.01 par value per share

HEI

New York Stock Exchange

Class A Common Stock, $.01 par value per share

HEI.A

New York Stock Exchange

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.

HEICO Corporation (the "Company") held its Annual Meeting of Shareholders on Friday, March 13, 2026. The shareholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on January 30, 2026.

Only holders of record of HEICO Common Stock, $0.01 par value per share (“Common Stock”), and Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), as of the close of business on January 16, 2026 (the record date) were entitled to vote at the Annual Meeting. On that date, there were outstanding 55,142,805 shares of Common Stock, each entitled to one vote, and 84,266,714 shares of Class A Common Stock, each entitled to 1/10th vote per share.

Proposal 1:    Proposal to Elect Directors

The Company’s shareholders elected all nine director nominees to serve until the next annual meeting of shareholders or until a successor is elected and qualified. The result of the vote is set forth in the table below:

Director						For						Against						Abstain						Broker Non-Votes
Nanda Kumar Cheruvatath						53,436,242						454,904						42,431						4,015,763
Thomas M. Culligan						52,983,400						906,704						43,473						4,015,763
Carol F. Fine						53,241,774						649,975						41,828						4,015,763
Adolfo Henriques						52,526,622						1,354,900						52,055						4,015,763
Mark H. Hildebrandt						39,673,122						14,173,077						87,378						4,015,763
Eric A. Mendelson						52,061,719						1,838,806						33,052						4,015,763
Victor H. Mendelson						52,061,640						1,841,981						29,956						4,015,763
Julie Neitzel						53,033,096						857,678						42,803						4,015,763
Dr. Alan Schriesheim						39,445,974						14,444,232						43,371						4,015,763

Proposal 2:    Advisory Vote on Executive Compensation

    The Company’s shareholders held a non-binding, advisory vote on executive compensation. The result of the vote is set forth in the table below:

For						Against						Abstain						Broker Non-Votes
48,957,609						4,907,408						68,560						4,015,763

Proposal 3:    Ratification of Independent Registered Public Accounting Firm

    The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The result of the vote is set forth in the table below:

For						Against						Abstain
56,478,611						1,437,105						33,624

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.

						HEICO CORPORATION
Date:			March 17, 2026			By:			/s/ CARLOS L. MACAU, JR.
									Carlos L. Macau, Jr. Executive Vice President - Chief Financial Officer and Treasurer

FAQ

What did HEICO (HEI) shareholders vote on at the 2026 annual meeting?

HEICO shareholders voted on three proposals: electing nine directors, a non-binding advisory vote on executive compensation, and ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending October 31, 2026. All three proposals received shareholder approval.

Were HEICO (HEI) director nominees approved by shareholders in 2026?

Yes, all nine HEICO director nominees were elected to serve until the next annual meeting or until successors are elected and qualified. Each nominee received more votes “for” than “against,” despite some variations in individual support levels and consistent broker non-votes across the slate.

How did HEICO (HEI) shareholders vote on executive compensation?

HEICO shareholders approved the advisory vote on executive compensation, with 48,957,609 votes for, 4,907,408 against, and 68,560 abstentions, plus 4,015,763 broker non-votes. This non-binding outcome indicates overall shareholder support for the company’s current executive pay programs and policies.

Which auditing firm did HEICO (HEI) shareholders ratify for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as HEICO’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The vote totaled 56,478,611 for, 1,437,105 against, and 33,624 abstentions, confirming continued shareholder support for the existing audit relationship.

Who was entitled to vote at HEICO’s March 2026 annual meeting?

Holders of record as of January 16, 2026 were entitled to vote, including 55,142,805 shares of Common Stock with one vote per share and 84,266,714 shares of Class A Common Stock with one-tenth vote per share. Both classes participated in the director, pay, and auditor proposals.

Did HEICO (HEI) shareholders approve the 2026 auditor ratification by a wide margin?

Yes. The auditor ratification received 56,478,611 votes for versus 1,437,105 against and 33,624 abstentions. This wide margin indicates strong shareholder backing for Deloitte & Touche LLP’s role as HEICO’s independent registered public accounting firm for the 2026 fiscal year.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 13.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.1 KB