Shareholders at JBT Marel (NYSE: JBTM) approve directors, say-on-pay and auditor

Rhea-AI Filing Summary

JBT Marel Corporation reported the results of its annual meeting of stockholders. A total of 46,668,495 shares of common stock were represented, constituting a quorum. Stockholders elected ten directors to serve until the 2027 annual meeting, with each nominee receiving substantially more votes "for" than "against."

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 42,078,943 votes for, 3,116,022 against, and 332,884 abstentions, plus 1,140,646 broker non-votes. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 46,589,275 votes for, 25,979 against, and 53,241 abstentions.

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

Shares represented: 46,668,495 shares Say-on-pay votes for: 42,078,943 votes Say-on-pay votes against: 3,116,022 votes +4 more

7 metrics

Shares represented 46,668,495 shares Common stock represented at the 2026 annual meeting

Say-on-pay votes for 42,078,943 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 3,116,022 votes Advisory vote on executive compensation

Broker non-votes on pay 1,140,646 votes Broker non-votes on advisory compensation proposal

Auditor ratification votes for 46,589,275 votes Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification votes against 25,979 votes Opposing votes on 2026 auditor ratification

Director example – votes for 45,465,445 votes Votes for director nominee Brian A. Deck

Key Terms

Annual Meeting of Stockholders, broker non-votes, advisory vote, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"JBT Marel Corporation held its Annual Meeting of Stockholders on May 14, 2026"

broker non-votes financial

"BROKER NON-VOTES 1,140,646"

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.

advisory vote regulatory

"an advisory vote to approve the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm regulatory

"ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026"

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.

quorum regulatory

"46,668,495 shares of the Company’s common stock represented to vote either in person or by proxy, which represented a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

0001433660FALSE00014336602026-05-142026-05-14

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 14, 2026

JBT Marel Corporation

(Exact name of registrant as specified in its charter)

Delaware			001-34036			91-1650317
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

333 West Wacker Drive, Suite 3400

Chicago, IL 60606

(Address of principal executive offices, including Zip Code)

(312) 861-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Forms 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(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

JBTM

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 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.

JBT Marel Corporation (the “Company”) held its Annual Meeting of Stockholders on May 14, 2026 (the “Annual Meeting”). At the Annual Meeting, there were 46,668,495 shares of the Company’s common stock represented to vote either in person or by proxy, which represented a quorum. Stockholders voted on the following matters at the Annual Meeting: (1) election of ten nominees to serve as directors until the annual meeting of stockholders to be held in 2027; (2) an advisory vote to approve the compensation of the Company’s named executive officers; and (3) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

Set forth below are the matters acted upon at the Annual Meeting and final voting results on each such matter as reported by the Company’s inspector of elections.

Proposal 1: Election of Directors

NAME			FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
Barbara L. Brasier			45,217,016			289,292			21,541			1,140,646
Brian A. Deck			45,465,445			48,513			13,891			1,140,646
Alan D. Feldman			44,832,987			672,179			22,683			1,140,646
Svafa Grönfeldt			45,462,686			51,755			13,408			1,140,646
Ólafur S. Gudmundsson			45,213,354			299,959			14,536			1,140,646
Charles L. Harrington			45,140,565			366,171			21,113			1,140,646
Lawrence V. Jackson			45,214,306			291,849			21,694			1,140,646
Polly B. Kawalek			43,893,529			1,620,316			14,004			1,140,646
Arnar Thor Másson			45,205,460			300,058			22,331			1,140,646
Ann E. Savage			45,463,313			51,179			13,357			1,140,646

Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
42,078,943			3,116,022			332,884			1,140,646

Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2026

FOR			AGAINST			ABSTAIN
46,589,275			25,979			53,241

SIGNATURE

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.

JBT Marel Corporation

Date: May 19, 2026

By:

/s/ James C. Pelletier

Name

James C. Pelletier

Title

Executive Vice President, General Counsel and Secretary

FAQ

What did JBTM shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: election of ten directors, an advisory vote on named executive officer compensation, and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with all three proposals receiving strong majority support.

How many JBT Marel (JBTM) shares were represented at the annual meeting?

A total of 46,668,495 shares of JBT Marel common stock were represented in person or by proxy. This level of participation was sufficient to constitute a quorum, allowing the company to conduct official business and finalize all voting outcomes.

Were all JBT Marel (JBTM) director nominees elected?

All ten director nominees, including Barbara L. Brasier, Brian A. Deck, and others, were elected. Each nominee received significantly more votes "for" than "against," with additional broker non-votes reported, and will serve until the annual meeting of stockholders to be held in 2027.

Did JBTM shareholders approve executive compensation in the advisory vote?

Yes. The advisory vote on compensation for JBT Marel’s named executive officers received 42,078,943 votes for, 3,116,022 votes against, and 332,884 abstentions, along with 1,140,646 broker non-votes, indicating clear stockholder approval of the company’s current executive pay program.

Which auditor did JBT Marel (JBTM) stockholders ratify for 2026?

Stockholders ratified PricewaterhouseCoopers LLP as JBT Marel’s independent registered public accounting firm for 2026. The proposal received 46,589,275 votes for, 25,979 votes against, and 53,241 abstentions, reflecting broad support for continuing with the same audit firm.

What are broker non-votes in the JBTM 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. JBT Marel reported 1,140,646 broker non-votes on the director elections and executive compensation proposal, meaning those shares were not counted as either for or against those specific items.

Filing Exhibits & Attachments

3 documents

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