Lamb Weston holders back pay, 2026 equity plan

Lamb Weston stockholders elected all director nominees, backed executive pay and a new 2026 equity plan, and ratified KPMG as auditor at the 2026 annual meeting.

Available on EDGAR 09/16/2026 - 04:41 PM EDT Accepted by SEC EDGAR 09/16/2026 - 04:40 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Lamb Weston Holdings, Inc. (LW) reported the results of its September 16, 2026 annual stockholder meeting, where approximately 115,548,380 shares, or 84.0% of outstanding common stock, were represented. Stockholders elected eleven directors for one-year terms, approved fiscal 2026 executive compensation on an advisory basis, and approved the company’s 2026 Equity and Incentive Compensation Plan.

Stockholders also ratified the selection of KPMG LLP as independent auditors for the fiscal year ending May 30, 2027.

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

Shares represented at meeting: 115,548,380 shares Participation rate: 84.0% Advisory say-on-pay votes for: 88,699,819 votes +3 more

6 metrics

Shares represented at meeting 115,548,380 shares Common stock represented at the September 16, 2026 annual meeting

Participation rate 84.0% Approximate percentage of outstanding common shares represented at the annual meeting

Advisory say-on-pay votes for 88,699,819 votes For votes on fiscal 2026 executive compensation advisory proposal

2026 Equity Plan votes for 94,846,976 votes For votes on the 2026 Equity and Incentive Compensation Plan

Auditor ratification votes for 114,782,467 votes For votes to ratify KPMG LLP as independent auditors for fiscal year ending May 30, 2027

Typical director support example 100,764,308 votes For votes for director nominee Norman Prestage

Key Terms

broker non-votes, advisory proposal, Equity and Incentive Compensation Plan, independent auditors

4 terms

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 88,699,819 |"

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 proposal financial

"Our stockholders approved the advisory proposal for our fiscal 2026"

Equity and Incentive Compensation Plan financial

"approved the Lamb Weston Holdings, Inc. 2026 Equity and Incentive Compensation Plan"

independent auditors financial

"ratified the selection of KPMG LLP as our independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

FAQ

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

What did Lamb Weston (LW) stockholders vote on at the September 16, 2026 annual meeting?

Stockholders voted on the election of 11 directors, an advisory proposal on fiscal 2026 executive compensation, approval of the 2026 Equity and Incentive Compensation Plan, and ratification of KPMG LLP as independent auditors for the fiscal year ending May 30, 2027.

How many Lamb Weston (LW) shares were represented at the 2026 annual meeting?

115,548,380 shares of Lamb Weston common stock were represented in person or by proxy at the annual meeting, which the company states was approximately 84.0% of its outstanding shares of common stock.

Were all Lamb Weston (LW) director nominees elected at the 2026 annual meeting?

Yes. Stockholders elected 11 directors to one-year terms ending at the 2027 annual meeting. For example, Bradley A. Alford received 98,084,764 votes for and Peter J. Bensen received 98,985,321 votes for, with broker non-votes reported for each nominee.

Did Lamb Weston (LW) stockholders approve the fiscal 2026 executive compensation advisory proposal?

Yes. The advisory proposal on fiscal 2026 executive compensation received 88,699,819 votes for, 12,622,260 against, and 259,368 abstentions, with 13,966,933 broker non-votes reported.

Was Lamb Weston’s (LW) 2026 Equity and Incentive Compensation Plan approved?

Yes. The Lamb Weston Holdings, Inc. 2026 Equity and Incentive Compensation Plan was approved with 94,846,976 votes for, 6,503,853 against, 230,618 abstentions, and 13,966,933 broker non-votes.

Who is Lamb Weston’s (LW) independent auditor for fiscal year ending May 30, 2027?

Stockholders ratified KPMG LLP as Lamb Weston’s independent auditors for the fiscal year ending May 30, 2027, with 114,782,467 votes for, 655,783 against, and 110,130 abstentions.

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

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0001679273FALSE00016792732026-09-162026-09-16

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): September 16, 2026

_________________________

Lamb Weston Holdings, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware			1-37830			61-1797411
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
599 S. Rivershore Lane						83616
Eagle, Idaho						(Zip Code)
(Address of principal executive offices)
			(208) 938-1047
			(Registrant’s telephone number, including area code)
			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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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
Common Stock, $1.00 par value			LW			New York Stock Exchange

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     o

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.   o

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

On September 16, 2026, Lamb Weston Holdings, Inc. held our annual meeting of stockholders in Eagle, Idaho. A total of 115,548,380 shares of our common stock, or approximately 84.0% of our outstanding shares of common stock, were represented in person or by proxy at the annual meeting. The final voting results for each of the matters submitted to a stockholder vote at the annual meeting are set forth below:

1.Our stockholders elected eleven directors to each serve a one-year term on our Board of Directors until our 2027 annual meeting of stockholders or until his or her successor has been duly chosen and qualified, based on the following voting results:

						Director						For						Against						Abstain						Broker Non-Votes
						Bradley A. Alford						98,084,764						3,370,254						126,429						13,966,933
						Peter J. Bensen						98,985,321						2,480,731						115,395						13,966,933
						Jan E.B. Craps						99,520,309						1,934,726						126,412						13,966,933
						André J. Hawaux						100,524,200						936,850						120,397						13,966,933
						Ruth Kimmelshue						100,308,908						903,569						368,970						13,966,933
						Lawrence E. Kurzius						95,489,312						5,960,946						131,189						13,966,933
						Timothy R. McLevish						100,707,983						763,992						109,472						13,966,933
						Hala G. Moddelmog						95,054,442						6,397,311						129,694						13,966,933
						Scott Ostfeld						100,238,136						1,232,812						110,499						13,966,933
						Norman Prestage						100,764,308						701,847						115,292						13,966,933
						Michael J. Smith						100,732,867						737,099						111,481						13,966,933

2.Our stockholders approved the advisory proposal for our fiscal 2026 executive compensation, based on the following voting results:

						For						Against						Abstain						Broker Non-Votes
						88,699,819						12,622,260						259,368						13,966,933

3.Our stockholders approved the Lamb Weston Holdings, Inc. 2026 Equity and Incentive Compensation Plan, based on the following voting results:

						For						Against						Abstain						Broker Non-Votes
						94,846,976						6,503,853						230,618						13,966,933

4.    Our stockholders ratified the selection of KPMG LLP as our independent auditors for the fiscal year ending May 30, 2027, based on the following voting results:

						For						Against						Abstain
						114,782,467						655,783						110,130

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.

			LAMB WESTON HOLDINGS, INC.
			By:			/s/ Eryk J. Spytek
						Name: Eryk J. Spytek
						Title: General Counsel and Chief Compliance Officer
Date: September 16, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB