Hillman Solutions (HLMN) stockholders approve directors, say-on-pay and Deloitte as 2026 auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Hillman Solutions Corp. held its Annual Meeting of Stockholders via live webcast on June 4, 2026. Stockholders voted on board elections, executive pay on an advisory basis, and the selection of the independent auditor.
Six directors—Jon Michael Adinolfi, Douglas J. Cahill, Diane C. Honda, Aaron P. Jagdfeld, David A. Owens, and Philip K. Woodlief—were each elected for terms expiring at the 2027 Annual Meeting of Stockholders. Stockholders also approved, by non-binding vote, the fiscal 2025 compensation of the company’s named executive officers, and ratified the appointment of Deloitte & Touche LLP as independent auditor for fiscal year 2026.
Positive
- None.
Negative
- None.
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 say-on-pay: 163,017,600 votes
Votes against say-on-pay: 2,441,998 votes
Auditor ratification votes for: 177,927,372 votes
+3 more
6 metrics
Votes for say-on-pay
163,017,600 votes
Advisory approval of fiscal 2025 executive compensation
Votes against say-on-pay
2,441,998 votes
Advisory approval of fiscal 2025 executive compensation
Auditor ratification votes for
177,927,372 votes
Ratification of Deloitte & Touche LLP for fiscal 2026
Adinolfi director votes for
163,802,403 votes
Election of Jon Michael Adinolfi as director to 2027
Cahill director votes for
159,870,517 votes
Election of Douglas J. Cahill as director to 2027
Broker non-votes on director elections
12,473,582 votes
Each of the six director nominees
Key Terms
broker non-votes, non-binding vote, independent auditor, Annual Meeting of Stockholders
4 terms
broker non-votes financial
"Broker Non-Votes 163,802,403 | 1,668,331 | 6,565 | 12,473,582"
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.
non-binding vote financial
"Proposal 2 - Approve, by non-binding vote, the compensation of our named executive officers."
independent auditor financial
"Ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year 2026."
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
Annual Meeting of Stockholders financial
"The Annual Meeting of Stockholders of Hillman Solutions Corp. was held on June 4, 2026"
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 4, 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) (Zip Code)
Registrant’s telephone number, including area code: (513 ) 851-4900
Former name or former address
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 | 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).
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. | ||||
The Annual Meeting of Stockholders of Hillman Solutions Corp. (the “Company”) was held on June 4, 2026 via live webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered and voted on the matters set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2026. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
Proposal 1 - Elect six directors, each for a term that expires in 2027.
| Name of Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||
| Jon Michael Adinolfi | 163,802,403 | 1,668,331 | 6,565 | 12,473,582 | |||||||||||||||||||
| Douglas J. Cahill | 159,870,517 | 5,600,220 | 6,562 | 12,473,582 | |||||||||||||||||||
| Diane C. Honda | 164,485,247 | 984,184 | 7,868 | 12,473,582 | |||||||||||||||||||
| Aaron P. Jagdfeld | 160,690,117 | 4,779,563 | 7,619 | 12,473,582 | |||||||||||||||||||
| David A. Owens | 162,298,960 | 3,170,471 | 7,868 | 12,473,582 | |||||||||||||||||||
| Philip K. Woodlief | 163,163,743 | 2,305,656 | 7,900 | 12,473,582 | |||||||||||||||||||
Based on the voting results set forth above, Mr. Adinolfi, Mr. Cahill, Ms. Honda, Mr. Jagdfeld, Mr. Owens, and Mr. Woodlief were each duly elected as directors with terms expiring at the 2027 Annual Meeting of Stockholders.
Proposal 2 - Approve, by non-binding vote, the compensation of our named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 163,017,600 | 2,441,998 | 17,701 | 12,473,582 | ||||||||
Based on the voting results set forth above, the fiscal 2025 compensation of the Company’s named executive officers was approved on an advisory basis.
Proposal 3 - Ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 177,927,372 | 17,687 | 5,822 | — | ||||||||
Based on the voting results set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026 was duly ratified.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| Date: June 5, 2026 | Hillman Solutions Corp. | ||||||||||
By: | /s/ Robert O. Kraft | ||||||||||
Name: | Robert O. Kraft | ||||||||||
Title: | Chief Financial Officer | ||||||||||
FAQ
What did Hillman Solutions (HLMN) stockholders vote on at the 2026 Annual Meeting?
Stockholders voted on electing six directors, approving 2025 executive compensation on a non-binding basis, and ratifying Deloitte & Touche LLP as independent auditor for fiscal 2026. All three proposals received sufficient support to be approved.
Which directors were elected at Hillman Solutions’ 2026 Annual Meeting?
Stockholders elected Jon Michael Adinolfi, Douglas J. Cahill, Diane C. Honda, Aaron P. Jagdfeld, David A. Owens, and Philip K. Woodlief. Each director received strong majority support and will serve terms expiring at the 2027 Annual Meeting of Stockholders.
How did Hillman Solutions (HLMN) stockholders vote on executive compensation?
Stockholders approved the fiscal 2025 compensation of Hillman Solutions’ named executive officers on an advisory basis, with 163,017,600 votes for, 2,441,998 against, and 17,701 abstentions, plus 12,473,582 broker non-votes recorded on the proposal.
Was Deloitte & Touche LLP ratified as Hillman Solutions’ auditor for 2026?
Yes. Stockholders ratified Deloitte & Touche LLP as Hillman Solutions’ independent auditor for fiscal year 2026, with 177,927,372 votes for, 17,687 against, and 5,822 abstentions. No broker non-votes were recorded on this proposal.
How strong was support for director nominees at Hillman Solutions (HLMN)?
Each of the six director nominees received a large majority of votes cast. For example, Diane C. Honda received 164,485,247 votes for and 984,184 against, while broker non-votes were 12,473,582 for all director proposals.