Shareholders back Hennessy Advisors (NASDAQ: HNNA) board and pay plan

Rhea-AI Filing Summary

Hennessy Advisors, Inc. reported results of its annual shareholder meeting held on February 5, 2026. Shareholders elected nine directors, including Neil J. Hennessy and Teresa M. Nilsen, with each nominee receiving over 4.2 million votes in favor and substantial broker non-votes.

Investors approved, on a non-binding basis, the compensation of the company’s named executive officers, with 4,122,373 votes for and 214,703 against. Shareholders also expressed a preference for holding the advisory vote on executive pay every three years.

In addition, shareholders ratified the selection of CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal year 2026, with 5,916,547 votes for and no broker non-votes, confirming support for the company’s auditor choice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):          February 5, 2026

HENNESSY ADVISORS, INC.

(Exact name of registrant as specified in its charter)

California	001-36423	68-0176227
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7250 Redwood Blvd., Suite 200               Novato, California	94945
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number including area code:    (415) 899-1555

Not Applicable

(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	Name of each exchange on which registered
Common stock, no par value	HNNA	The Nasdaq Stock Market LLC
4.875% Notes due 2026	HNNAZ	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Hennessy Advisors, Inc. was held on February 5, 2026. At the Annual Meeting, the following directors were elected by the votes indicated for terms expiring at the annual meeting of shareholders to be held in 2027:

		For				Withheld				Broker Non‑votes
Neil J. Hennessy			4,245,079				126,584				1,683,841
Teresa M. Nilsen			4,260,507				111,156				1,683,841
Henry Hansel			4,200,354				171,309				1,683,841
Brian A. Hennessy			4,277,887				143,776				1,683,841
Lydia Knight-O’Riordan			4,220,419				151,244				1,683,841
Kiera Newton			4,244,581				147,082				1,683,841
Susan W. Pomilia			4,237,655				134,008				1,683,841
Thomas L. Seavey			4,223,919				147,744				1,683,841

The following reflects the voting results for matters other than the election of directors brought for vote at the Annual Meeting:

		For				Against				Abstained				Broker Non‑votes
Approval of the non-binding advisory vote on compensation of named executive officers			4,122,373				214,703				34,590				1,683,841

		Three Years				Two Years				One Year				Abstained				Broker Non‑votes
Recommended frequency for the non-binding advisory vote on compensation of named executive officers			2,847,910				55,974				1,393,229				74,553				1,683,841

		For				Against				Abstained				Broker Non‑votes
Ratification of the selection of CBIZ CPAs P.C. as the independent registered public accounting firm for Hennessy Advisors, Inc. for fiscal year 2026			5,916,547				75,761				63,199				0

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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.

	HENNESSY ADVISORS, INC.
February 9, 2026	By:	/s/ Teresa M. Nilsen
		Teresa M. Nilsen
		President

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FAQ

What did Hennessy Advisors (HNNA) shareholders decide at the 2026 annual meeting?

Shareholders elected nine directors, approved executive compensation on an advisory basis, chose a three-year frequency for future say-on-pay votes, and ratified CBIZ CPAs P.C. as the independent auditor for fiscal 2026, signaling broad support for existing governance and audit arrangements.

Were Hennessy Advisors (HNNA) director nominees elected at the 2026 meeting?

Yes. All nominated directors, including Neil J. Hennessy, Teresa M. Nilsen, and Brian A. Hennessy, were elected for terms expiring at the 2027 annual meeting, each receiving more than 4.2 million votes in favor, with additional broker non-votes recorded.

How did Hennessy Advisors (HNNA) shareholders vote on executive compensation?

Shareholders approved the non-binding advisory resolution on named executive officer compensation, with 4,122,373 votes for, 214,703 against, and 34,590 abstentions, plus 1,683,841 broker non-votes, indicating overall support for the company’s current executive pay practices.

What frequency did Hennessy Advisors (HNNA) shareholders prefer for say-on-pay votes?

Shareholders favored holding the advisory vote on executive compensation every three years, with 2,847,910 votes for a three-year frequency, compared to lower support for one-year and two-year options, along with abstentions and broker non-votes reflecting non-participating shares.

Which auditor did Hennessy Advisors (HNNA) shareholders ratify for fiscal 2026?

Shareholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for fiscal year 2026, with 5,916,547 votes for, 75,761 against, and 63,199 abstentions, and no broker non-votes, confirming continued engagement of the same audit firm.

Did any voting items at Hennessy Advisors (HNNA) 2026 meeting face significant opposition?

All proposals passed with solid support. The advisory say-on-pay resolution drew 4,122,373 votes in favor versus 214,703 against, and auditor ratification received 5,916,547 votes for, indicating no major shareholder revolt on compensation or audit matters.

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