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Helios Technologies (NYSE: HLIO) shareholders back directors, audit firm and 1M-share equity plan boost

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

Rhea-AI Filing Summary

Helios Technologies, Inc. reported results from its 2026 Annual Meeting of Shareholders. Shareholders approved an amendment and restatement of the 2023 Equity Incentive Plan, increasing the shares of common stock available for awards by 1,000,000 shares.

As of the record date, 33,046,358 shares were outstanding, and 29,462,603 shares were represented in person or by proxy, establishing a quorum. Shareholders elected Laura Dempsey Brown, Cariappa Chenanda and Alexander Schuetz as directors with terms expiring at the 2029 Annual Meeting, and Ian Walsh with a term expiring at the 2027 Annual Meeting.

Shareholders also ratified Grant Thornton LLP as independent registered public accounting firm for the year ending January 2, 2027, approved on a non-binding, advisory basis the compensation of named executive officers, and approved the amended and restated 2023 Equity Incentive Plan, all by substantial majorities.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 1,000,000 shares Additional common stock available under 2023 Equity Incentive Plan
Shares outstanding on record date 33,046,358 shares Common stock entitled to vote at 2026 Annual Meeting
Shares represented at meeting 29,462,603 shares Common stock present in person or by proxy, quorum
Auditor ratification votes for 28,894,546 votes Grant Thornton LLP ratified for year ending January 2, 2027
Say-on-pay votes for 27,181,272 votes Advisory approval of named executive officer compensation
Equity plan approval votes for 26,814,607 votes Approval of amended and restated 2023 Equity Incentive Plan
Director vote – Ian Walsh 26,661,742 votes for Election as director with term expiring at 2027 Annual Meeting
Equity Incentive Plan financial
"approved the amendment and restatement of the Helios Technologies, Inc. 2023 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
broker non-votes financial
"The votes cast for and withheld 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 appointment of Grant Thornton 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.
non-binding, advisory basis financial
"approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
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0001024795false00010247952026-06-152026-06-15

 

 

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): June 15, 2026

 

 

HELIOS TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Florida

001-40935

59-2754337

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

7456 16th St E

 

Sarasota, Florida

 

34243

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 941 362-1200

 

 

(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 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 $.001 Par Value

 

HLIO

 

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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2026, Helios Technologies, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company, upon recommendation of the Company’s Board of Directors (the “Board”), approved the amendment and restatement of the Helios Technologies, Inc. 2023 Equity Incentive Plan (the “2023 Plan”).

The amendment and restatement of the 2023 Plan modifies the terms of the 2023 Plan to increase the shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) available for awards thereunder by 1,000,000 shares. The Board approved the Amendment upon recommendation of the Compensation Committee of the Board, after consideration of its alignment with the Company’s compensation philosophy and long-term incentive objectives. Other than such share increase, the amended and restated 2023 Plan does not make any other material changes to the 2023 Plan.

The foregoing description of the amended and restated 2023 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated 2023 Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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

Four proposals described fully in the 2026 Proxy Statement of the Company were presented for approval at the Annual Meeting. As of the record date, 33,046,358 shares of Common Stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 29,462,603 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present.

The shareholders of the Company voted on the following three matters:

Proposal 1. Election of Directors

Laura Dempsey Brown, Cariappa Chenanda and Alexander Schuetz were elected as directors to serve for a term expiring on the date of the Company’s 2029 Annual Meeting. Laura Dempsey Brown, Cariappa Chenanda and Alexander Schuetz were previously elected to serve as directors for a term expiring on the date of the Annual Meeting. Ian Walsh was elected as director to serve for a term expiring on the date of the Company’s 2027 Annual Meeting. All directors serve until their respective successors are elected and qualified or until their earlier resignation, removal from office or death. The votes cast for and withheld were as follows:

 

Director

For

Against

Abstain

Broker Non-Votes

Laura Dempsey Brown

26,201,933

1,547,698

20,407

1,692,565

Cariappa Chenanda

26,433,807

1,315,789

20,442

1,692,565

Alexander Schuetz

26,372,584

1,377,098

20,356

1,692,565

Ian Walsh

26,661,742

1,086,395

21,901

1,692,565

 

 

Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending January 2, 2027, as disclosed in the Company’s 2026 Proxy Statement, received the following votes:

For

28,894,546

Against

303,496

Abstain

264,561

Broker Non-Votes

N/A

 

 


 

Proposal 3. Advisory Vote to Approve Named Executive Officer Compensation

The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2026 Proxy Statement, received the following votes:

For

27,181,272

Against

345,922

Abstain

242,844

Broker Non-Votes

1,692,565

 

Proposal 4. Approval of the Amendment and Restatement of the Helios Technologies, Inc. 2023 Equity Incentive Plan

The proposal to approve the amendment and restatement of the Helios Technologies, Inc. 2023 Equity Incentive Plan, received the following votes:

For

26,814,607

Against

713,697

Abstain

241,734

Broker Non-Votes

1,692,565

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

10.1 Helios Technologies, Inc. 2023 Equity Incentive Plan (incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on May 4, 2026)

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


 


 

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 thereunto duly authorized.

 

 

 

HELIOS TECHNOLOGIES, INC.

 

 

 

 

Date:

June 15, 2026

By:

/s/ Jeremy Evans

 

 

 

Jeremy Evans
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)

 

 


FAQ

What equity plan change did Helios Technologies (HLIO) shareholders approve?

Shareholders approved an amendment and restatement of the 2023 Equity Incentive Plan, increasing available common stock awards by 1,000,000 shares. This expands the pool of shares the company can grant for long-term equity compensation to directors, executives and other eligible participants.

How many Helios Technologies (HLIO) shares were eligible and present for the 2026 Annual Meeting?

As of the record date, 33,046,358 common shares were outstanding and entitled to vote. At the Annual Meeting, 29,462,603 shares were represented in person or by proxy, which satisfied quorum requirements for conducting official shareholder business and approving proposals.

Which directors were elected at the 2026 Helios Technologies (HLIO) Annual Meeting?

Shareholders elected Laura Dempsey Brown, Cariappa Chenanda and Alexander Schuetz to terms expiring at the 2029 Annual Meeting, and Ian Walsh to a term expiring at the 2027 Annual Meeting. All directors serve until successors are elected and qualified or earlier departure.

Did Helios Technologies (HLIO) shareholders approve the say-on-pay proposal in 2026?

Yes. The advisory vote on named executive officer compensation received 27,181,272 votes for, 345,922 against and 242,844 abstentions, with 1,692,565 broker non-votes. This reflects shareholder support for the company’s disclosed executive pay programs on a non-binding basis.

Which audit firm did Helios Technologies (HLIO) shareholders ratify for 2026 financials?

Shareholders ratified Grant Thornton LLP as the independent registered public accounting firm to audit consolidated financial statements for the year ending January 2, 2027. The ratification received 28,894,546 votes for, 303,496 against and 264,561 abstentions, with no broker non-votes reported.

How did Helios Technologies (HLIO) shareholders vote on the amended 2023 Equity Incentive Plan?

The proposal to approve the amended and restated 2023 Equity Incentive Plan received 26,814,607 votes for, 713,697 against and 241,734 abstentions, with 1,692,565 broker non-votes. This outcome confirms shareholder approval of the additional 1,000,000 shares for equity awards.

Filing Exhibits & Attachments

1 document