Investors at LGL (NYSE: LGL) approve Nevada move, pay and auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
The LGL Group, Inc. reported the results of its 2026 Annual Meeting of Stockholders and shared its latest Investor Day presentation. Stockholders elected six directors, with support levels generally above 3.6 million votes for each nominee. They also approved a plan to redomesticate the company from Delaware to Nevada.
Investors backed the company’s executive pay in a non-binding advisory vote, favored holding this say-on-pay vote every year, and approved an amended and restated 2021 incentive plan. Stockholders also ratified PKF O’Connor Davies, LLP as independent auditor for 2025. LGL made its Investor Day slide presentation available on its investor relations website and furnished it as an exhibit.
Positive
- None.
Negative
- None.
Insights
LGL’s shareholders backed all proposals, including a move from Delaware to Nevada.
Stockholders approved every item on the ballot, from director elections to compensation and auditor ratification. A key decision was the redomestication from Delaware to Nevada by conversion, which can affect the legal framework governing stockholder rights and corporate oversight.
Support for executive pay and the incentive plan suggests alignment with current compensation structures, while the annual frequency vote reinforces regular say-on-pay input. The Investor Day presentation, furnished but not filed, offers management’s strategic messaging; subsequent company reports may provide more detail on how these governance decisions interact with long-term plans.
8-K Event Classification
3 items: 5.07, 7.01, 9.01
3 items
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.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Director votes - Marc Gabelli: 3,618,387 for; 403,442 withheld; 1,093,864 broker non-votes
Redomestication approval: 3,493,598 for; 500,848 against; 27,383 abstain; 1,093,864 broker non-votes
Say-on-pay vote: 3,947,036 for; 67,564 against; 7,229 abstain; 1,093,864 broker non-votes
+3 more
6 metrics
Director votes - Marc Gabelli
3,618,387 for; 403,442 withheld; 1,093,864 broker non-votes
Election of directors at 2026 Annual Meeting
Redomestication approval
3,493,598 for; 500,848 against; 27,383 abstain; 1,093,864 broker non-votes
Move from Delaware to Nevada by conversion
Say-on-pay vote
3,947,036 for; 67,564 against; 7,229 abstain; 1,093,864 broker non-votes
Non-binding advisory resolution on executive compensation
Say-on-pay frequency
3,882,055 for 1 year; 185 for 2 years; 101,415 for 3 years; 38,174 abstain
Frequency of advisory vote on compensation
2021 Incentive Plan approval
3,271,019 for; 505,861 against; 244,949 abstain; 1,093,864 broker non-votes
Amended and Restated 2021 Incentive Plan
Auditor ratification
5,077,358 for; 2,013 against; 36,322 abstain
PKF O’Connor Davies, LLP as 2025 independent auditor
Key Terms
Redomestication, Non-Binding Advisory Resolution, Broker Non-votes, Independent Registered Public Accounting Firm, +2 more
6 terms
Redomestication regulatory
"Approval of the Redomestication of LGL Group from Delaware to Nevada by Conversion"
Redomestication is a company changing its legal home from one country or state to another by re-registering or swapping shares, much like a person moving their official address to a new jurisdiction. Investors care because that legal home determines tax rules, shareholder rights, regulatory oversight and listing requirements, which can affect dividend treatment, voting power, legal protections and the ease of buying or selling the stock.
Non-Binding Advisory Resolution financial
"Non-Binding Advisory Resolution to Approve Compensation of Named Executive Officers"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
Broker Non-votes financial
"Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and 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 regulatory
"Ratification of the Appointment of PKF O’Connor Davies, LLP to Serve as the Company’s Independent Registered Public Accounting Firm for 2025"
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.
Investor Day financial
"slide presentation that accompanied LGL Group's presentation at its Investor Day on May 12, 2026"
A scheduled event where a company presents its business plan, financial outlook, and strategic priorities directly to investors and analysts; think of it as a detailed road‑map meeting where management explains how they plan to grow and make money. Investors pay attention because the presentations reveal management’s targets, assumptions and risks—new details that can change expectations about future profits and therefore the stock’s value, much like seeing a pilot’s flight plan helps predict where the plane is headed.
furnished regulatory
"A copy of the presentation is furnished hereto as Exhibit 99.1"
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 (May 12, 2026 )
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(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(407 ) 298-2000
Registrant’s Telephone Number, Including Area Code
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(Former Name or Former Address, If Changed Since Last Report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On May 12, 2026, The LGL Group, Inc. ("LGL Group" or the "Company") held its 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting").
The following matters were submitted to a vote of the Company’s stockholders at the 2026 Annual Meeting:
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(i)
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the election of six (6) directors to serve until the Company’s 2027 Annual Meeting of Stockholders;
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(ii)
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a vote to approve the redomestication of LGL Group from Delaware to Nevada by Conversion;
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(iii)
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a non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers.
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(iv)
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a non-binding advisory vote to determine the frequency with which the Company's stockholders shall be entitled to vote on a non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers;
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(v)
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a vote to approve the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan; and
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(vi)
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the ratification of the appointment of PKF O'Connor Davies, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
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The six (6) proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026 (the "Definitive Proxy Statement").
Each of the six (6) matters submitted to a vote of the Company’s stockholders at the 2026 Annual Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.
Proposal 1 - Election of Directors: The following individuals were elected to serve as directors until the 2026 Annual Meeting or upon the election and qualification of their successors. The voting results for each of the nominees were as follows:
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Nominee
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For
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Withheld
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Broker Non-votes
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Kaan Aslansan
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3,960,690 | 61,139 | 1,093,864 | |||||||||
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Darlene DeRemer
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3,944,874 | 76,955 | 1,093,864 | |||||||||
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Herve Francois
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3,955,095 | 66,734 | 1,093,864 | |||||||||
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Marc Gabelli
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3,618,387 | 403,442 | 1,093,864 | |||||||||
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Manjit Kalha
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3,954,393 | 67,436 | 1,093,864 | |||||||||
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Vice Admiral Colin J. Kilrain, U.S. Navy (Ret.)
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3,965,147 | 56,682 | 1,093,864 | |||||||||
Proposal 2 - Approval of the Redomestication of LGL Group from Delaware to Nevada by Conversion: The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-votes
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| 3,493,598 | 500,848 | 27,383 | 1,093,864 | ||||||||||
Proposal 3 - Non-Binding Advisory Resolution to Approve Compensation of Named Executive Officers: The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-votes
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| 3,947,036 | 67,564 | 7,229 | 1,093,864 | ||||||||||
Proposal 4 - Non-Binding Advisory Vote to Determine Frequency With Which the Company's Stockholders Shall be Entitled to Vote on Non-Binding Advisory Resolution to Approve Compensation of Named Executive Officers: The voting results were as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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| 3,882,055 | 185 | 101,415 | 38,174 | ||||||||||
Proposal 5 - Approval of the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan: The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-votes
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| 3,271,019 | 505,861 | 244,949 | 1,093,864 | ||||||||||
Proposal 6 - Ratification of the Appointment of PKF O’Connor Davies, LLP to Serve as the Company’s Independent Registered Public Accounting Firm for 2025: The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-votes
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| 5,077,358 | 2,013 | 36,322 | — | ||||||||||
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Item 7.01.
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Regulation FD Disclosure |
On May 13, 2026, LGL Group made available a slide presentation that accompanied LGL Group's presentation at its Investor Day on May 12, 2026. These slides are available on LGL Group's investor relations website at www.lglgroup.com/investor-relations.
A copy of the presentation is furnished hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 of this Current Report on Form 8-K, including the exhibits hereto, shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.
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Item 9.01.
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Financial Statements and Exhibits |
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(d)
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Exhibits
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| Exhibits | Description |
| 99.1 | The LGL Group, Inc. Investor Presentation. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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THE LGL GROUP, INC.
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| Date: May 14, 2026 |
By:
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/s/ Patrick Huvane
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Name:
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Patrick Huvane
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Title:
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Executive Vice President - Business Development
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Exhibit 99.1
FAQ
Which directors were elected to LGL (LGL)’s board in 2026?
Six directors were elected: Kaan Aslansan, Darlene DeRemer, Herve Francois, Marc Gabelli, Manjit Kalha, and Vice Admiral Colin J. Kilrain, U.S. Navy (Ret.). Each received more than 3.6 million votes for, with broker non-votes of 1,093,864 reported for every nominee.
What happened with LGL (LGL)’s 2021 incentive plan at the meeting?
Stockholders approved the Amended and Restated The LGL Group, Inc. 2021 Incentive Plan. The proposal received 3,271,019 votes for, 505,861 against, and 244,949 abstentions, along with 1,093,864 broker non-votes, allowing continued equity-based incentives under the updated plan terms.
What did LGL (LGL) disclose about its Investor Day presentation?
LGL made a slide presentation from its May 12, 2026 Investor Day available on its investor relations website and furnished it as Exhibit 99.1. The company specified this Item 7.01 information is furnished, not filed, and is not automatically incorporated into future securities filings.