Lineage (NASDAQ: LINE) shareholders back board, auditor and say-on-pay

Rhea-AI Filing Summary

Lineage, Inc. reported the results of its 2026 annual stockholder meeting held on June 9, 2026. Stockholders elected all ten director nominees to serve until the 2027 annual meeting, with most nominees receiving over 200 million votes in favor.

Stockholders also ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026, with 219,759,582 votes for and minimal opposition. In addition, the advisory vote on executive compensation (“say-on-pay”) was approved, receiving 180,303,971 votes for and 34,372,476 votes against, indicating broad but not unanimous support for the Company’s pay practices.

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

Director vote – Greg Lehmkuhl: 214,514,424 votes for Director vote – James Wyper: 214,408,304 votes for Auditor ratification – For: 219,759,582 votes +4 more

7 metrics

Director vote – Greg Lehmkuhl 214,514,424 votes for Election of directors at 2026 annual meeting

Director vote – James Wyper 214,408,304 votes for Election of directors at 2026 annual meeting

Auditor ratification – For 219,759,582 votes Ratification of PwC as 2026 auditor

Auditor ratification – Against 25,044 votes Ratification of PwC as 2026 auditor

Say-on-pay – For 180,303,971 votes Advisory vote on executive compensation

Say-on-pay – Against 34,372,476 votes Advisory vote on executive compensation

Broker non-votes on say-on-pay 5,091,806 votes Advisory vote on executive compensation

Key Terms

Emerging growth company, broker non-votes, say-on-pay, 4.125% Senior Notes due 2031

4 terms

Emerging growth company regulatory

"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.

broker non-votes financial

"Broker Non-Votes 5,091,806"

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.

say-on-pay financial

"approved, on an advisory basis, the compensation paid to the Company’s named executive officers (“say-on-pay”)."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

4.125% Senior Notes due 2031 financial

"4.125% Senior Notes due 2031 | LINE31"

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Understanding 8-K Material Events →

FALSE000186815900018681592026-06-092026-06-090001868159us-gaap:CommonStockMember2026-06-092026-06-090001868159line:A4.125SeniorNotesDue2031Member2026-06-092026-06-09

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 9, 2026

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)			001-42191 (Commission File Number)			82-1271188 (IRS Employer Identification No.)
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			The Nasdaq Stock Market LLC
4.125% Senior Notes due 2031			LINE31			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

On June 9, 2026, Lineage, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders: (i) elected all ten director nominees to serve until the Company’s annual meeting of stockholders in 2027 and until their successors are duly elected and qualify; (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2026; and (iii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers (“say-on-pay”). The final voting results are below.

Proposal 1: Election of Directors

Nominee			For			Against			Abstain			Broker Non-Votes
Adam Forste			185,895,429			28,821,921			18,986			5,091,806
Kevin Marchetti			188,492,590			26,224,749			18,997			5,091,806
Greg Lehmkuhl			214,514,424			201,283			20,629			5,091,806
Shellye Archambeau			204,715,173			9,932,891			88,272			5,091,806
John Carrafiell			213,601,113			1,098,298			36,925			5,091,806
Joy Falotico			214,182,917			516,524			36,895			5,091,806
Luke Taylor			185,116,612			29,582,608			37,116			5,091,806
Michael Turner			213,314,613			1,385,858			35,865			5,091,806
Lynn Wentworth			213,983,252			716,551			36,533			5,091,806
James Wyper			214,408,304			290,818			37,214			5,091,806

Proposal 2: Ratification of Auditor

For			Against			Abstain			Broker Non-Votes
219,759,582			25,044			43,516			—

Proposal 3: Say-on-Pay

For			Against			Abstain			Broker Non-Votes
180,303,971			34,372,476			59,889			5,091,806

SIGNATURE

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.

Lineage, Inc.
(Registrant)
June 12, 2026						/s/ Natalie Matsler
Date						(Signature)
						Natalie Matsler
						Chief Legal Officer & Corporate Secretary

FAQ

What did Lineage (LINE) stockholders approve at the 2026 annual meeting?

Stockholders elected all ten directors, ratified PricewaterhouseCoopers LLP as auditor, and approved the advisory say-on-pay vote. These results confirm the existing board, maintain the current auditor, and show overall support for executive compensation practices.

How strong was support for Lineage (LINE) directors in the 2026 vote?

Support for directors was very high, with several nominees receiving over 214 million votes for and relatively few votes against. All ten nominees were elected to serve until the 2027 annual meeting, indicating broad stockholder backing for the current board.

Did Lineage (LINE) stockholders approve the 2026 say-on-pay proposal?

Yes, stockholders approved the advisory say-on-pay proposal with 180,303,971 votes for and 34,372,476 against. While the proposal passed, the meaningful opposition provides insight into how some investors view the company’s executive compensation program.

Which auditor did Lineage (LINE) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Lineage’s independent auditor for fiscal year 2026, with 219,759,582 votes for, 25,044 against, and 43,516 abstaining. This keeps the existing audit relationship in place with minimal opposition from investors.

Were there broker non-votes at the Lineage (LINE) 2026 annual meeting?

Yes, broker non-votes were recorded on the director elections and the say-on-pay proposal, including 5,091,806 broker non-votes for each director and the compensation vote. No broker non-votes were reported for the auditor ratification proposal, which brokers could vote on.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 6.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.0 KB