Lindblad Expeditions (NASDAQ: LIND) investors back board, pay and auditor

Rhea-AI Filing Summary

Lindblad Expeditions Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Of 65,499,714 common shares outstanding and entitled to vote as of April 14, 2026, 55,003,818 shares were represented in person or by proxy, constituting a quorum.

Stockholders elected L. Dyson Dryden, John M. Fahey, Catherine B. Reynolds and Andy Stuart as Class B directors to serve until the 2029 annual meeting. They also approved, on an advisory basis, the 2025 executive compensation program and ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.

8-K Event Classification

2 items: 5.07, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares entitled to vote: 65,499,714 shares Shares represented at meeting: 55,003,818 shares Say-on-pay votes for: 49,151,958 votes +4 more

7 metrics

Shares entitled to vote 65,499,714 shares Common stock outstanding and entitled to vote as of April 14, 2026

Shares represented at meeting 55,003,818 shares Common stock represented in person or by proxy at 2026 Annual Meeting

Say-on-pay votes for 49,151,958 votes Advisory approval of 2025 executive compensation

Say-on-pay votes against 1,001,352 votes Advisory approval of 2025 executive compensation

Auditor ratification votes for 54,340,611 votes Ratification of Ernst & Young LLP for fiscal year 2026

Auditor ratification votes against 289,065 votes Ratification of Ernst & Young LLP for fiscal year 2026

Director votes for (highest) 49,224,600 votes Votes for director Andy Stuart in Class B election

Key Terms

broker non-votes, advisory basis, independent registered certified public accounting firm, Executive Compensation, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes | ---------------------------------------------------------- L. Dyson Dryden ... 4,730,614"

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 basis financial

"stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers"

independent registered certified public accounting firm financial

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

Executive Compensation financial

"compensation of the Company’s named executive officers disclosed in the Executive Compensation section"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

quorum financial

"55,003,818 shares of the Company’s common stock, constituting a quorum, were represented"

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.

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Understanding 8-K Material Events →

false 0001512499 0001512499 2026-06-10 2026-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35898		27-4749725
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11 W 42nd Street, Suite 22 B3, New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: (212) 261-9000

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 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 Symbols(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		LIND		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 5.07      Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of the Company was held on June 10, 2026. As of the record date, April 14, 2026, we had outstanding and entitled to vote at the 2026 Annual Meeting 65,499,714 shares of common stock. A total of 55,003,818 shares of the Company’s common stock, constituting a quorum, were represented in person or by proxy at the 2026 Annual Meeting.

The Company’s stockholders voted on three proposals at the 2026 Annual Meeting. The final results of the votes regarding each proposal are set forth below.

Proposal No. 1.  Election of Directors: The Company’s stockholders elected L. Dyson Dryden, John M. Fahey, Catherine B. Reynolds and Andy Stuart as Class B directors to serve terms expiring at the annual meeting of stockholders to be held in 2029, until their successors have been elected and qualified. The voting results regarding this proposal are set forth below:

Name		For				Withheld				Broker Non-Votes
L. Dyson Dryden			49,060,918				1,212,286				4,730,614
John M. Fahey			46,868,482				3,404,722				4,730,614
Catherine B. Reynolds			48,763,972				1,509,232				4,730,614
Andy Stuart			49,224,600				1,048,604				4,730,614

Proposal No. 2.  Advisory Resolution on Executive Compensation: The Company’s stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers disclosed in the Executive Compensation section and the related tables, notes and narrative in the Proxy Statement. The voting results regarding this proposal are set forth below:

For			Against				Abstain				Broker Non-Votes
49,151,958				1,001,352				119,891				4,730,617

Proposal No. 3.  The Ratification of the Appointment of the Company’s Independent Registered Certified Public Accounting Firm for Fiscal Year 2026: The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for fiscal year 2026. The voting results regarding this proposal are set forth below:

For			Against				Abstain
54,340,611				289,065				374,142

Item 9.01(d):		Financial Statements and Exhibits.
Exhibit 104		Cover Page Interactive Data File - The cover page XBRL tags are 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.

						LINDBLAD EXPEDITIONS HOLDINGS, INC. (registrant)
June 11, 2026						By:		/s/ Frederick Goldberg
								Frederick Goldberg, Chief Financial Officer

FAQ

What did Lindblad Expeditions (LIND) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three key items: electing four Class B directors, approving 2025 executive compensation on an advisory basis, and ratifying Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.

How many Lindblad Expeditions (LIND) shares were eligible and represented at the 2026 meeting?

65,499,714 shares were eligible to vote as of April 14, 2026, and 55,003,818 shares were represented in person or by proxy at the June 10, 2026 annual meeting, which constituted a quorum for conducting business.

Which directors were elected at Lindblad Expeditions’ 2026 annual meeting?

L. Dyson Dryden, John M. Fahey, Catherine B. Reynolds and Andy Stuart were elected as Class B directors. They will serve terms expiring at the 2029 annual meeting, until their successors have been elected and qualified.

Did Lindblad Expeditions (LIND) stockholders approve executive compensation for 2025?

Stockholders approved 2025 executive compensation on an advisory basis, with 49,151,958 votes for, 1,001,352 against, and 119,891 abstentions. There were 4,730,617 broker non-votes recorded on this advisory say-on-pay proposal.

Which audit firm did Lindblad Expeditions stockholders ratify for fiscal 2026?

Ernst & Young LLP was ratified as Lindblad Expeditions’ independent registered certified public accounting firm for fiscal year 2026, receiving 54,340,611 votes for, 289,065 against and 374,142 abstentions from stockholders.

What are broker non-votes noted in the Lindblad Expeditions (LIND) 2026 meeting results?

Broker non-votes are shares present but not voted on certain proposals where brokers lack discretionary authority. For Lindblad’s director elections and say-on-pay, 4,730,614 or 4,730,617 broker non-votes were recorded, but these did not prevent a quorum.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB