[8-K] Lineage, Inc. Reports Material Event

Rhea-AI Filing Summary

Lineage, Inc. (Nasdaq: LINE) reported the results of its 18 June 2025 Annual Meeting of Stockholders via Form 8-K.

Key outcomes:

• All ten director nominees received strong shareholder support, each securing roughly 99% of votes cast.
• Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal-year 2025 with 99.99% approval (222.55 million for, 28 thousand against).
• The non-binding say-on-pay resolution passed with 84.4% support (185.52 million for, 34.22 million against).
• Investors elected a one-year frequency for future say-on-pay votes (219.40 million votes), prompting the Board to schedule the compensation vote annually until the next frequency assessment.

No other material business or financial disclosures were provided in the filing.

Positive

• Strong shareholder support with ~99% votes for each director and auditor ratification enhances perceived board stability.
• Annual say-on-pay adoption aligns with governance best practices, providing regular accountability on executive compensation.

Negative

• None.

FALSE000186815900018681592025-06-182025-06-18

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

June 18, 2025

Date of Report (date of earliest event reported)

___________________________________

Lineage, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Maryland (State or other jurisdiction of incorporation or organization)			001-42191 (Commission File Number)			82-1271188 (I.R.S. Employer Identification Number)
46500 Humboldt Drive Novi, Michigan 48377
(Address of principal executive offices and zip code)
(800) 678-7271
(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:

☐			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			Name of each exchange on which registered
Common stock, par value $0.01 per share			LINE			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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

On June 18, 2025, Lineage, Inc. (“the Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders: (i) elected all ten directors to serve until the annual meeting in 2026 and until their successors are duly elected and qualified; (ii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2025; (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers (“say-on-pay”); and (iv) approved, on an advisory basis, a one-year frequency for future say-on-pay votes. In light of the outcome of our advisory vote on the frequency for future say-on-pay votes, the Board has determined that the Company will include a say-on-pay vote in the Company’s proxy materials each year until the next advisory vote on the frequency of future say-on-pay votes required by applicable law. The final voting results are below.

Proposal 1: Election of Directors

Nominee			For			Against			Abstain			Broker Non-Votes
Adam Forste			199,818,715			19,919,263			9,182			2,847,408
Kevin Marchetti			201,630,518			18,107,982			8,660			2,847,408
Greg Lehmkuhl			219,385,667			323,428			38,065			2,847,408
Shellye Archambeau			219,158,446			552,942			35,772			2,847,408
John Carrafiell			219,405,655			307,223			34,282			2,847,408
Joy Falotico			219,353,005			359,732			34,423			2,847,408
Luke Taylor			219,414,747			297,884			34,529			2,847,408
Michael Turner			219,232,184			480,429			34,547			2,847,408
Lynn Wentworth			219,212,246			499,221			35,693			2,847,408
James Wyper			219,406,141			301,222			39,797			2,847,408

Proposal 2: Ratification of Auditor

For			Against			Abstain			Broker Non-Votes
222,553,728			28,128			12,712			N/A

Proposal 3: Say-on-Pay

For			Against			Abstain			Broker Non-Votes
185,516,251			34,216,033			14,876			2,847,408

Proposal 4: Frequency for Future Say-on-Pay Votes

1 Year			2 Years			3 Years			Abstain			Broker Non-Votes
219,399,466			6,311			326,702			14,681			2,847,408

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lineage, Inc.
(Registrant)
June 20, 2025						/s/ Natalie Matsler
Date						(Signature)
						Natalie Matsler
						Chief Legal Officer & Corporate Secretary

FAQ

What were the key results of Lineage, Inc.'s 2025 annual meeting?

All 10 directors were re-elected, PwC was ratified as auditor, say-on-pay passed, and shareholders chose an annual say-on-pay vote.

How did shareholders vote on Lineage (LINE) executive compensation?

84.4% voted in favor of the non-binding say-on-pay proposal.

Which audit firm will serve Lineage, Inc. for fiscal 2025?

Shareholders ratified PricewaterhouseCoopers LLP with 222.55 million votes in favor.

How frequently will Lineage hold future say-on-pay votes?

Investors selected a one-year frequency; the Board will include the vote annually until the next required frequency poll.

Were there any financial or strategic announcements in this Form 8-K?

No. The filing was limited to shareholder voting results; it contained no earnings, guidance, or M&A information.