Legence shareholders approve 2026 ESPP and all proposals

Legence Corp. held its 2026 Annual Meeting of Stockholders, where stockholders approved a new 2026 Employee Stock Purchase Plan.

Rhea-AI Filing Summary

Legence Corp. held its 2026 Annual Meeting of Stockholders, where stockholders approved a new 2026 Employee Stock Purchase Plan. The plan authorizes up to 1,580,053 shares of Class A common stock for purchase by eligible employees at a discount, subject to plan terms and tax rules.

Holders of 108,037,932 shares were entitled to vote, and 100,342,575 shares, or approximately 93%, were represented. Stockholders elected two Class I directors, approved 2026 named executive officer compensation on a non-binding basis, chose an annual advisory vote frequency on pay, approved the ESPP, and ratified Deloitte & Touche LLP as independent auditor for 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ESPP share authorization: 1,580,053 shares Shares entitled to vote: 108,037,932 shares Shares voted: 100,342,575 shares +3 more

6 metrics

ESPP share authorization 1,580,053 shares Maximum Class A common stock under 2026 Employee Stock Purchase Plan

Shares entitled to vote 108,037,932 shares Common stock entitled to vote at 2026 Annual Meeting

Shares voted 100,342,575 shares Approximately 93% of voting power represented at meeting

Say-on-pay support 95,847,463 for vs. 2,119,206 against 2026 NEO compensation advisory vote

ESPP approval vote 98,024,042 for Votes for Legence Corp. 2026 Employee Stock Purchase Plan

Auditor ratification 100,320,150 for Ratification of Deloitte & Touche LLP for fiscal 2026

Key Terms

Employee Stock Purchase Plan, non-binding advisory basis, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Employee Stock Purchase Plan financial

"the Legence Corp. 2026 Employee Stock Purchase Plan (the “ESPP”)"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

non-binding advisory basis regulatory

"Approval, on a Non-Binding Advisory Basis, of 2026 Named Executive Officer Compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-votes regulatory

"BROKER NON-VOTES 95,847,463 | | 2,119,206 | | 282,061 | | 2,093,845"

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

"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.

definitive proxy statement regulatory

"A further description of the ESPP is set forth in Proposal 4 of the Company’s definitive proxy statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Legence Corp. (LGN) stockholders approve at the 2026 annual meeting?

Stockholders approved all proposals, including a 2026 Employee Stock Purchase Plan, non-binding say-on-pay, annual frequency for future pay votes, and ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

How many Legence Corp. (LGN) shares are authorized under the 2026 ESPP?

The 2026 Employee Stock Purchase Plan authorizes up to 1,580,053 shares of Class A common stock. This pool may be adjusted for certain corporate or recapitalization events, as described in the plan documents incorporated by reference.

What was Legence Corp. (LGN) shareholder turnout at the 2026 annual meeting?

There were 108,037,932 shares entitled to vote and 100,342,575 shares were voted, representing approximately 93%. This indicates strong shareholder participation in decisions on directors, compensation, the ESPP, and auditor ratification.

How did Legence Corp. (LGN) shareholders vote on executive compensation in 2026?

Shareholders approved 2026 named executive officer compensation on a non-binding advisory basis, with 95,847,463 votes for, 2,119,206 against, 282,061 abstentions, and 2,093,845 broker non-votes, reflecting broad support for the compensation program.

What frequency did Legence Corp. (LGN) investors choose for say-on-pay votes?

Investors favored holding advisory votes on named executive officer compensation every one year, with 97,839,229 votes for annual frequency. The company decided to follow this outcome until the next shareholder vote on frequency.

Which auditor did Legence Corp. (LGN) shareholders ratify for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 100,320,150 votes for, 17,381 against, and 5,044 abstentions, confirming the existing audit relationship.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 04:37 PM EDT Learn about SEC filing dates

false 0002052568 0002052568 2026-06-11 2026-06-11

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 11, 2026

Legence Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-42838		33-2905250
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1601 Las Plumas Avenue
San Jose, CA		95133
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 534-3623

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:

☐ 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
Class A common stock, par value $0.01 per share		LGN		The Nasdaq Stock Market 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Legence Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026. At the Annual Meeting, the Company’s stockholders approved the Legence Corp. 2026 Employee Stock Purchase Plan (the “ESPP”), which had been previously approved by the Company’s Board of Directors, subject to stockholder approval. The ESPP is designed to allow eligible employees of the Company and certain designated subsidiaries of the Company to purchase shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”), at a discount to the market price, subject to the requirements of Section 423 of the U.S. Internal Revenue Code of 1986, as amended, and the terms of the ESPP. Up to 1,580,053 shares of Class A Common Stock are authorized for issuance pursuant to the ESPP, which number is subject to adjustment for certain corporate and recapitalization events as described in the ESPP. A further description of the ESPP is set forth in Proposal 4 of the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2026 (the “Proxy Statement”).

The foregoing description of the ESPP is not complete, is subject to and is qualified in its entirety by reference to the full text of the ESPP, which was filed as Exhibit 4.3 to the Company’s registration statement on Form S-8 filed on March 6, 2026 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As described above, the Company held the Annual Meeting on June 11, 2026, at which there were 108,037,932 shares of Class A Common Stock and Class B common stock, par value $0.01 per share (“Class B Common Stock” and, together with the Class A Common Stock, “Common Stock”), entitled to vote at the Annual Meeting, and of which 100,342,575 shares of Common Stock, or approximately 93%, were voted. At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Proxy Statement. The final voting results for each proposal are set forth below.

Proposal 1: Election of Class I Directors

NOMINEES		FOR				WITHHELD				BROKER NON-VOTES
David Coghlan			96,766,776				1,481,954				2,093,845
Bilal Khan			77,227,300				21,021,430				2,093,845

As a result, the above individuals were elected to serve as Class I directors on the Company’s Board of Directors until the Company’s 2029 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified.

Proposal 2: Approval, on a Non-Binding Advisory Basis, of 2026 Named Executive Officer Compensation

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
95,847,463		2,119,206		282,061		2,093,845

As a result, the 2026 compensation of the Company’s named executive officers (“NEOs”) was approved on a non-binding advisory basis.

Proposal 3: Approval, on a Non-Binding Advisory Basis, of the Frequency of Future Advisory Votes on NEO Compensation

1 YEAR		2 YEARS		3 YEARS		ABSTAIN		BROKER NON-VOTES
97,839,229		4,933		400,441		4,127		2,093,845

As a result, the frequency of every one year for future advisory votes on NEO compensation was approved on a non-binding advisory basis. After considering these results, the Company determined that it would hold an advisory vote on NEO compensation every one year until the next stockholder vote on the preferred frequency of future advisory votes on the compensation of our NEOs.

Proposal 4: Approval of the Legence Corp. 2026 Employee Stock Purchase Plan

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
98,024,042		4,856		219,832		2,093,845

As a result, the ESPP was approved.

Proposal 5: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026

FOR		AGAINST		ABSTAIN
100,320,150		17,381		5,044

As a result, the Company’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Legence Corp. 2026 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the Company’s registration statement on Form S-8 filed on March 6, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

				LEGENCE CORP.
Dated: June 11, 2026				By:		/s/ Stephen Butz
				Name:		Stephen Butz
				Title:		Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB