Holley (NYSE: HLLY) investors approve pay, auditor and incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Holley Inc. held its 2026 Annual Meeting of Stockholders, where investors approved all proposals presented. Stockholders elected all director nominees, including James Coady and Ginger Jones, to terms lasting until the 2029 annual meeting. They also ratified Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026.

On an advisory basis, stockholders approved executive compensation for 2025 and chose to continue Say-on-Pay votes every year. Investors also approved an amendment to the 2021 Omnibus Incentive Plan to increase the number of shares of common stock reserved for equity incentives under the plan.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Key Figures

Votes for James Coady: 59,291,243 votes Votes for Ginger Jones: 80,227,647 votes Auditor ratification support: 102,496,490 votes for +3 more

6 metrics

Votes for James Coady 59,291,243 votes Election as director until 2029 Annual Meeting

Votes for Ginger Jones 80,227,647 votes Election as director until 2029 Annual Meeting

Auditor ratification support 102,496,490 votes for Grant Thornton LLP as 2026 independent auditor

Say-on-Pay approval 87,722,318 votes for Advisory vote on 2025 executive compensation

Annual Say-on-Pay frequency support 60,811,227 votes Choice of annual advisory vote on pay

Incentive plan amendment approval 61,003,367 votes for 2021 Omnibus Incentive Plan share increase

Key Terms

Say-on-Pay, broker non-votes, 2021 Omnibus Incentive Plan, independent registered public accounting firm

4 terms

Say-on-Pay financial

"approved, on an advisory basis, the compensation of named executive officers (“Say-on-Pay”)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes financial

"Votes For | Votes Against | Abstentions | 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.

2021 Omnibus Incentive Plan financial

"approved the 2021 Omnibus Incentive Plan, as amended by the First Amendment"

independent registered public accounting firm financial

"ratified 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.

Understanding 8-K Material Events →

05/05/2026 - 10:00 PM

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 1, 2026

HOLLEY INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39599	87-1727560
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1A Burton Hills Blvd, Suite 240, Nashville, TN						37215
(Address of principal executive offices)						(Zip Code)

(270) 782-2900

(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 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, par value $0.0001 per share

HLLY

New York Stock Exchange

Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

HLLY WS

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 1, 2026, Holley Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company: (1) elected directors; (2) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2026; (3) approved, on an advisory basis, the compensation of named executive officers (“Say-on-Pay”); (4) selected, on an advisory basis, one year as the frequency of future Say-on-Pay votes; and (5) approved the 2021 Omnibus Incentive Plan, as amended by the First Amendment (as amended, the “Plan”), to increase the number of authorized shares of common stock reserved for delivery under the Plan. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 20, 2026 (the “Proxy Statement”).

The final voting results on the proposals considered at the Annual Meeting are set forth below.


1.	Election of Directors. Each of the nominees for director, as listed in the Proxy Statement, was elected to serve until the conclusion of the Company’s 2029 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, with the voting results as follows:
Name					Votes For				Votes Withheld	Broker Non-Votes
James Coady					59,291,243				29,427,104	13,807,879
Ginger Jones					80,227,647				8,490,700	13,807,879
2.	Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2026 was ratified, with the voting results as follows:
Votes For		Votes Against				Abstentions				Broker Non-Votes
102,496,490		26,463				3,273				0
3.	Compensation of Named Executive Officers (“Say-on-Pay”). The compensation of the Company’s named executive officers for the year ended December 31, 2025 was approved, on an advisory basis, with the voting results as follows:
Votes For		Votes Against				Abstentions				Broker Non-Votes
87,722,318		988,039				7,990				13,807,879
4.	Frequency of Future Say-on-Pay. The Company’s stockholders chose, on a non-binding advisory vote basis, to hold future Say-on-Pay votes every year, with the voting results as follows. The Board considered the results of the advisory vote and decided that, consistent with the Board’s recommendation in the proxy statement for the Annual Meeting, the Company will continue to solicit an advisory vote on executive compensation annually until the next required advisory vote on the frequency of future Say-on-Pay votes.
Every 3 Years			Every 2 Years				Annually				Abstentions
27,892,297			7,335				60,811,227				7,488
5.	Approval of the 2021 Omnibus Incentive Plan, as amended by the First Amendment. The 2021 Omnibus Incentive Plan, as amended by the First Amendment (as amended, the “Plan”), to increase the number of authorized shares of common stock reserved for delivery under the Plan, was approved, with the voting results as follows:
Votes For				Votes Against				Abstentions				Broker Non-Votes
61,003,367				27,635,565				79,415				13,807,879

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
10.1						First Amendment to Holley Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 20, 2026 (File No. 001-39599)).
104						Cover Page Interactive Data File (formatted as Inline XBRL).

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.



	HOLLEY INC.

	By:	/s/ Jesse Weaver
		Name: Jesse Weaver
Date: May 5, 2026		Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Holley (HLLY) stockholders approve at the 2026 Annual Meeting?

Holley stockholders approved all proposals, including director elections, auditor ratification, 2025 executive compensation, annual Say-on-Pay frequency, and an amendment to the 2021 Omnibus Incentive Plan increasing shares reserved for equity awards. These actions support the company’s existing governance, compensation, and incentive structures.

Were Holley (HLLY) directors re-elected at the 2026 meeting?

Yes. All Holley director nominees listed in the proxy were elected to serve until the 2029 Annual Meeting or until successors are elected. For example, James Coady and Ginger Jones each received strong support, indicating stockholder backing for the current board composition and oversight approach.

Did Holley (HLLY) stockholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified Grant Thornton LLP as Holley’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 102,496,490 votes in favor. This ratification confirms stockholder acceptance of Grant Thornton’s role in auditing the company’s financial statements.

How did Holley (HLLY) investors vote on 2025 executive compensation?

Holley investors approved 2025 executive compensation on an advisory Say-on-Pay basis, with 87,722,318 votes for, 988,039 against, and 7,990 abstentions. This advisory approval signals broad stockholder support for the company’s named executive officer pay structure disclosed for 2025.

What frequency did Holley (HLLY) stockholders choose for Say-on-Pay votes?

Stockholders chose to hold Say-on-Pay votes annually, with 60,811,227 votes supporting yearly frequency. The board considered this result and decided the company will continue to solicit an advisory vote on executive compensation every year until the next required frequency vote occurs.

What change was approved to Holley’s 2021 Omnibus Incentive Plan?

Investors approved the 2021 Omnibus Incentive Plan as amended by the First Amendment to increase the number of authorized shares reserved for delivery under the plan. The proposal received 61,003,367 votes for, 27,635,565 against, and 79,415 abstentions, enabling continued equity-based incentives.

Filing Exhibits & Attachments

4 documents