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Hyliion (NYSE: HYLN) investors approve directors, auditor, pay and 2024 equity plan

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

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.

Positive

  • None.

Negative

  • None.
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.
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
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."
Understanding 8-K Material Events →
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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 19, 2026
HYLIION HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware001-3882383-2538002
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
1202 BMC Drive, Suite 100
Cedar Park,TX
78613
(Address of principal executive offices)(Zip Code)
(833) 495-4466
(Registrant’s telephone number,
including area code)
N/A
(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 obligations of the registrant under any of the following provisions:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareHYLNNYSE American LLC
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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyliion Holdings Corp. (“Hyliion” or the “Company”) was held on May 19, 2026. At the Annual Meeting:
•Stockholders elected the three nominees recommended by the Company’s board of directors to serve as Class III directors of the Company until the 2029 Annual Meeting of Stockholders or until their respective successors are elected and qualified;
•Stockholders ratified the selection of Grant Thornton LLP (the “Auditor”) to serve as the independent registered public accounting firm of the Company for the 2026 fiscal year ended December 31, 2026;
•Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers (“Say on Pay”); and
•Stockholders approved an amendment to the Hyliion Holdings Corp. 2024 Equity Incentive Plan.
Set forth below, with respect to each such matter, are the number of votes cast for or against/withhold, the number of abstentions and the number of broker non-votes.
Election of Directors
NomineeForWithholdBroker Non-Votes
Rodger Boehm76,995,4274,491,49048,012,672
Mary Gustanski76,914,9064,572,01148,012,672
Robert Knight, Jr.76,409,9105,077,00748,012,672
Ratification of Auditor
ForAgainstAbstain
128,399,016794,022306,551
Say on Pay
ForAgainstAbstainBroker Non-Votes
76,638,1794,601,903246,83548,012,672
Hyliion Holdings Corp. 2024 Equity Incentive Plan Amendment
ForAgainstAbstainBroker Non-Votes
72,466,7218,607,662412,53448,012,672


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
 HYLIION HOLDINGS CORP.
   
 By:/s/ Thomas Healy
Date:May 19, 2026 Thomas Healy
  Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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.

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