Hyliion (NYSE: HYLN) investors approve directors, auditor, pay and 2024 equity plan
Rhea-AI Filing Summary
Hyliion Holdings Corp. reported the results of its 2026 Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected Class III directors Rodger Boehm, Mary Gustanski, and Robert Knight, Jr., each receiving over 76 million votes in favor with about 4–5 million votes withheld and 48,012,672 broker non-votes.
Stockholders also ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ended December 31, 2026, with 128,399,016 votes for, 794,022 against, and 306,551 abstentions. On an advisory basis, stockholders approved the compensation of named executive officers and approved an amendment to the 2024 Equity Incentive Plan, with more than 72 million votes for each proposal.
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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 Rodger Boehm: 76,995,427 votes
Votes for Mary Gustanski: 76,914,906 votes
Votes for Robert Knight, Jr.: 76,409,910 votes
+4 more
7 metrics
Votes for Rodger Boehm
76,995,427 votes
Election as Class III director at 2026 Annual Meeting
Votes for Mary Gustanski
76,914,906 votes
Election as Class III director at 2026 Annual Meeting
Votes for Robert Knight, Jr.
76,409,910 votes
Election as Class III director at 2026 Annual Meeting
Auditor ratification votes for
128,399,016 votes
Grant Thornton LLP as independent registered public accounting firm
Say on Pay votes for
76,638,179 votes
Advisory approval of named executive officer compensation
Equity Plan amendment votes for
72,466,721 votes
Hyliion Holdings Corp. 2024 Equity Incentive Plan amendment
Broker non-votes on main items
48,012,672 votes
Director elections, Say on Pay, and equity plan amendment
Key Terms
broker non-votes, independent registered public accounting firm, Say on Pay, Equity Incentive Plan, +1 more
5 terms
broker non-votes financial
"are the number of votes cast for or against/withhold, the number of abstentions and the number of 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
"to serve as the independent registered public accounting firm of the Company for the 2026 fiscal year"
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.
Say on Pay financial
"Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers (“Say on Pay”)"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
Equity Incentive Plan financial
"Stockholders approved an amendment to the Hyliion Holdings Corp. 2024 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.
Annual Meeting of Stockholders financial
"The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyliion Holdings Corp."
FAQ
What did Hyliion (HYLN) stockholders approve at the 2026 Annual Meeting?
Stockholders approved four key items: election of three Class III directors, ratification of Grant Thornton LLP as auditor, advisory approval of executive compensation, and an amendment to the 2024 Equity Incentive Plan, all receiving strong majority support.
How did Hyliion (HYLN) stockholders vote on the Class III director elections?
Each Class III director received over 76 million votes for and about 4–5 million votes withheld, with 48,012,672 broker non-votes. This indicates solid support for Rodger Boehm, Mary Gustanski, and Robert Knight, Jr. to serve until the 2029 Annual Meeting.
Was Hyliion’s auditor ratified by stockholders in 2026?
Yes, stockholders ratified Grant Thornton LLP as Hyliion’s independent registered public accounting firm for the 2026 fiscal year, with 128,399,016 votes for, 794,022 against, and 306,551 abstentions, reflecting broad stockholder approval of the auditor choice.
How did Hyliion (HYLN) stockholders vote on Say on Pay in 2026?
The advisory Say on Pay proposal passed with 76,638,179 votes for, 4,601,903 against, 246,835 abstentions, and 48,012,672 broker non-votes. This shows stockholders generally supported the company’s named executive officer compensation for the period in question.
What were the results for Hyliion’s 2024 Equity Incentive Plan amendment?
The amendment to the 2024 Equity Incentive Plan was approved with 72,466,721 votes for, 8,607,662 against, 412,534 abstentions, and 48,012,672 broker non-votes. This approval allows the company to proceed with the revised equity incentive framework.
AI-generated analysis. How Rhea-AI works. Not financial advice.
