KVH Industries (KVHI) investors back board nominees, 2025 pay and 2026 auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

KVH Industries, Inc. reported the results of its annual stockholder meeting held on June 10, 2026. Stockholders elected David M. Tolley and Stephen H. Deckoff as Class III directors, with Tolley receiving 9,904,925 votes for and Deckoff receiving 7,601,581 votes for.

Stockholders also approved, on an advisory basis, the 2025 compensation of the company’s named executive officers, with 11,616,563 votes for and 2,236,796 against. In addition, they ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026, with 16,991,919 votes for and 239,754 against.

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 Tolley: 9,904,925 votes Votes for Deckoff: 7,601,581 votes Say-on-pay votes for: 11,616,563 votes +4 more

7 metrics

Votes for Tolley 9,904,925 votes Director election, Proposal 1

Votes for Deckoff 7,601,581 votes Director election, Proposal 1

Say-on-pay votes for 11,616,563 votes Advisory vote on 2025 executive compensation, Proposal 2

Say-on-pay votes against 2,236,796 votes Advisory vote on 2025 executive compensation, Proposal 2

Auditor ratification votes for 16,991,919 votes Ratification of Grant Thornton LLP for 2026, Proposal 3

Auditor ratification votes against 239,754 votes Ratification of Grant Thornton LLP for 2026, Proposal 3

Broker non-votes on Proposals 1 & 2 3,303,933 shares Broker non-votes for director and say-on-pay items

Key Terms

Class III directors, advisory (non-binding) basis, independent registered public accounting firm, broker non-votes, +1 more

5 terms

Class III directors financial

"to elect David M. Tolley and Stephen H. Deckoff as Class III directors for a three-year term"

Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.

advisory (non-binding) basis financial

"to approve, on an advisory (non-binding) basis, the compensation of our named executive officers in 2025"

independent registered public accounting firm financial

"to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 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.

broker non-votes financial

"Number of Broker Non-Votes 3,303,933"

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.

emerging growth company financial

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/12/2026 - 12:02 PM

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 10, 2026

KVH Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

0-28082

05-0420589

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

500 Wood Street, Unit 320, 1st Floor, Bristol, RI 02809

(Address of Principal Executive Offices) (Zip Code)

(401) 847-3327

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):




☐			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

The Nasdaq Stock Market LLC

Common Stock, par value $0.01 per share

KVHI

(NASDAQ Global Select Market)

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.

At the annual meeting of stockholders on June 10, 2026, our stockholders voted:

•to elect David M. Tolley and Stephen H. Deckoff as Class III directors for a three-year term expiring in 2029;

•to approve, on an advisory (non-binding) basis, the compensation of our named executive officers in 2025; and

•to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026.

The final results of such voting, as certified by the independent inspector of election, are set forth below.

Proposal #1 - To elect two Class III directors to a three-year term.


Name of Director Nominee	Number of Votes Cast For	Number of Votes Cast Against	Number of Abstentions	Number of Broker Non-Votes
David M. Tolley	9,904,925	4,030,794	2,089	3,303,933
Stephen H. Deckoff	7,601,581	6,334,009	2,218	3,303,933

Proposal #2 - To approve, on an advisory (non-binding) basis, the compensation of our named executive officers in 2025.


Number of Votes Cast For	Number of Votes Cast Against	Number of Abstentions	Number of Broker Non-Votes
11,616,563	2,236,796	84,449	3,303,933

Proposal #3 - To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm.


Number of Votes Cast For	Number of Votes Cast Against	Number of Abstentions
16,991,919	239,754	10,068

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.


	KVH INDUSTRIES, INC.
Date: June 12, 2026	By:	/s/ Anthony F. Pike
	Name:	Anthony F. Pike
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did KVH Industries (KVHI) stockholders decide at the June 10, 2026 annual meeting?

KVH Industries stockholders elected two Class III directors, approved 2025 executive compensation on an advisory basis, and ratified Grant Thornton LLP as auditor for 2026. The voting results confirm support for current leadership, pay practices, and the chosen independent registered public accounting firm.

Were the KVH Industries (KVHI) director nominees elected at the 2026 annual meeting?

Yes. David M. Tolley received 9,904,925 votes for and 4,030,794 against, while Stephen H. Deckoff received 7,601,581 for and 6,334,009 against. Both were elected as Class III directors to three-year terms expiring in 2029, despite differing support levels.

How did KVH Industries (KVHI) shareholders vote on 2025 executive compensation?

Shareholders approved the 2025 named executive officer compensation on an advisory, non-binding basis. The proposal received 11,616,563 votes for, 2,236,796 against, and 84,449 abstentions, with 3,303,933 broker non-votes, indicating majority support for the company’s compensation program.

Did KVH Industries (KVHI) stockholders ratify Grant Thornton LLP as auditor for 2026?

Yes. Stockholders ratified Grant Thornton LLP as KVH Industries’ independent registered public accounting firm for the year ending December 31, 2026. The ratification received 16,991,919 votes for, 239,754 against, and 10,068 abstentions, reflecting strong overall support for the audit appointment.

What are broker non-votes in the KVH Industries (KVHI) 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. For Proposals 1 and 2, there were 3,303,933 broker non-votes each. These shares count for quorum but are not included in the for-or-against tallies on those items.

Who signed the KVH Industries (KVHI) report disclosing the 2026 annual meeting results?

The report disclosing the annual meeting voting results was signed on behalf of KVH Industries by Anthony F. Pike. He signed in his capacity as Chief Financial Officer, confirming the company’s submission of the voting outcomes under the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

3 documents