AGM backs all resolutions at Luxfer Holdings (NYSE: LXFR), including share issue powers

Rhea-AI Filing Summary

Luxfer Holdings PLC reported the results of its 2026 Annual General Meeting held in Manchester, England. Shareholder turnout was high, with 24,297,754 ordinary shares, or 90.0% of the 27,006,409 shares entitled to vote as of April 17, 2026, represented in person or by proxy.

All seven nominated directors, including Andy Butcher and Patrick Mullen, were elected for one-year terms. Shareholders approved the Directors’ Remuneration Report and, in a non-binding advisory vote, the executive compensation for the year ended December 31, 2025. Investors also backed holding a “say‑on‑pay” vote every one year, and the Board confirmed it will follow this annual frequency until at least the 2027 AGM.

PricewaterhouseCoopers LLP was ratified as independent auditor through the 2027 AGM, and the Audit Committee was authorized to set its remuneration. Shareholders granted the Board authority under the Companies Act to issue shares and grant rights over shares up to a nominal amount of $70,739,136, equivalent to 20% of issued share capital as of April 1, 2026, and to disapply preemptive rights for cash issuances or sales of treasury shares up to a nominal amount of $17,684,784, both until the next or 2027 AGM as specified.

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: 27,006,409 shares AGM turnout: 24,297,754 shares (90.0%) Director issuance authority: $70,739,136 nominal +4 more

7 metrics

Shares entitled to vote 27,006,409 shares Ordinary shares issued and outstanding as of April 17, 2026

AGM turnout 24,297,754 shares (90.0%) Shares represented in person or by proxy at 2026 AGM

Director issuance authority $70,739,136 nominal Up to 20% of issued share capital as of April 1, 2026

Preemptive rights disapplication limit $17,684,784 nominal Limit for cash issues or treasury share sales until 2027 AGM

Votes for say-on-pay annual frequency 21,569,645 votes Support for holding say‑on‑pay vote every 1 year

Votes for executive compensation 21,501,896 votes Non-binding approval of Named Executive Officers’ 2025 compensation

Votes for auditor ratification 23,224,484 votes Ratification of PricewaterhouseCoopers LLP through 2027 AGM

Key Terms

say-on-pay, preemptive rights, treasury shares, Companies Act, +1 more

5 terms

say-on-pay financial

"voted to hold a “say-on-pay” vote on the compensation of the Company’s Named Executive Officers every 1 year"

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.

preemptive rights financial

"to disapply preemptive rights to equity securities issued or sold for cash"

treasury shares financial

"sell ordinary shares held by the Company as treasury shares for cash"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

Companies Act regulatory

"for the purposes of section 551 of the Companies Act, to exercise all powers of the Company to issue shares"

Companies Act is the primary law that sets the rules for forming, running and winding up corporations, covering directors’ duties, shareholder rights, financial reporting, audits and insolvency. For investors it matters because those rules determine how transparent and accountable a company must be, what protections shareholders have, and how risks are managed—think of the Act as a rulebook and referee that helps ensure fair play and reliable information for investment decisions.

quorum financial

"Holders of 24,297,754 ordinary shares (90.0%) were represented in person or by proxy at the AGM, constituting a quorum"

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 0001096056 0001096056 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

______________________________________________

Luxfer Holdings PLC

__________________________

(Name of Registrant as Specified in Charter)

England and Wales	001-35370	98-1024030
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3016 Kansas Avenue,

Riverside, CA, 92507

(Address and Zip Code of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: +1 414-269-2419

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, nominal value £0.50 each	LXFR	New York Stock Exchange

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐	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.

Section 5         Corporate Governance and Management

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

The Company held its 2026 AGM on Thursday, June 11, 2026, in Manchester, England. There were 27,006,409 ordinary shares issued and outstanding at the close of business on April 17, 2026, the voting record date, which were entitled to receive notice of, and vote at, the AGM. Holders of 24,297,754 ordinary shares (90.0%) were represented in person or by proxy at the AGM, constituting a quorum.

At the AGM, the Company’s shareholders voted on fourteen resolutions; each of which is described in detail on pages 14-23 of the Proxy Statement. The number of votes cast for or against, and the number of abstentions and any non-votes, with respect to each resolution are set forth below. The results detailed below represent final voting results.

Ordinary Resolutions 1-7: Election of Directors

The nominees listed below were elected to serve as Directors of the Company for a one year term, expiring on completion of the 2027 Annual General Meeting of Shareholders.

Nominee	Votes For	Votes Against	Abstentions	Non-Votes
Andy Butcher	22,497,143	78,822	2,687	1,719,102
Patrick Mullen	22,295,622	280,344	2,686	1,719,102
Clive Snowdon	21,816,453	759,512	2,687	1,719,102
Lisa Trimberger	22,370,404	205,662	2,586	1,719,102
Richard Hipple	22,171,423	404,547	2,682	1,719,102
Stewart Watson	22,496,152	79,613	2,887	1,719,102
Sylvia A. Stein	22,301,829	272,042	4,781	1,719,102

Ordinary Resolution 8: Approval of the Directors’ Remuneration Report

The Company’s shareholders approved the Directors’ Remuneration Report for the year ended December 31, 2025

Votes For	Votes Against	Abstentions	Non-Votes
21,502,968	548,112	527,572	1,719,102

Ordinary Resolution 9: Approval of Executive Compensation

The Company’s shareholders approved, by non-binding advisory vote, that the compensation of the Company’s Named Executive Officers for the year ended December 31, 2025 be approved.

Votes For	Votes Against	Abstentions	Non Votes
21,501,896	551,982	524,774	1,719,102

Ordinary Resolution 10: Frequency of “say-on-pay” votes

On a non-binding advisory basis, the Company’s shareholders voted to hold a “say-on-pay” vote on the compensation of the Company’s Named Executive Officers every 1 year, consistent with the recommendation of the Board of Directors (the “Board”).

Votes for Every 1 Year	Votes for Every 2 Years	Votes for Every 3 Years	Abstentions	Non Votes
21,569,645	2,795	994,820	11,392	1,719,102

In light of the results of this vote and other factors, on June 11, 2026, the Board resolved that it would hold an advisory vote on the compensation of its Named Executive Officers every 1 year until the Company holds the next shareholder advisory vote on the frequency of “say-on-pay” votes, which shall be no later than the Company’s 2027 Annual General Meeting of Shareholders.

Ordinary Resolution 11: Ratification of the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2027 Annual General Meeting

The Company’s shareholders ratified the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2027 Annual General Meeting.

Votes For	Votes Against	Abstentions	Non-Votes
23,224,484	1,067,255	6,015	–

Ordinary Resolution 12: Authorization of the Audit Committee to set the independent auditor’s remuneration

The Company’s shareholders authorized the Audit Committee to set the remuneration of PricewaterhouseCoopers LLP as the Company’s independent auditor.

Votes For	Votes Against	Abstentions	Non-Votes
24,280,164	12,626	4,964	–

Special Resolution 13: Authorization of the Board of Directors to issue shares and to grant rights to subscribe for or convert securities into shares

The Board of Directors be generally and unconditionally authorized, for the purposes of section 551 of the Companies Act, to exercise all powers of the Company to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $70,739,136, which is equivalent to 20% of the Company’s issued share capital as of April 1, 2026, to such persons and at such times and on such terms as the Directors think proper, provided that this authority shall, unless renewed, varied, or revoked by the Company, expire upon conclusion of the next Annual General Meeting of the Company

Votes For	Votes Against	Abstentions	Non-Votes
23,679,176	609,041	9,537	–

Special Resolution 14: Authorization of the Board of Directors to disapply preemptive rights to equity securities issued or sold for cash

The Company’s shareholders authorized the Board of Directors be generally authorized, in accordance with sections 570 and 573 of the Companies Act, to issue equity securities (as defined in section 560 of the Companies Act) for cash, pursuant to the authority conferred on the Board by Resolution 13 above, and/or to sell ordinary shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act did not apply to any such issuance or sale. This power shall be limited to the issuance of equity securities or sale of treasury shares up to an aggregate nominal amount of $17,684,784 and shall expire upon conclusion of the 2027 Annual General Meeting.

Votes For	Votes Against	Abstentions	Non-Votes
24,151,541	139,175	7,038	–

Section 9 – Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits.

(d)         Exhibits

Exhibit

Number         Description

104         Interactive Data File (Inline XRBL tagging embedded within Cover Page of this Current Report on Form 8-K)

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, thereunto duly authorized.

Luxfer Holdings PLC

(Registrant)

Date: June 12, 2026

   By: /s/ Benjamin M. Coulson Name: Benjamin M. Coulson

Title: Corporate Controller & Company Secretary

FAQ

What did Luxfer Holdings (LXFR) shareholders approve at the 2026 AGM?

Shareholders approved all 14 resolutions, including electing seven directors, endorsing the 2025 remuneration report and executive compensation, ratifying PricewaterhouseCoopers LLP as auditor, and granting the Board share issuance and preemptive rights disapplication authorities within defined nominal limits.

How strong was shareholder turnout at Luxfer Holdings (LXFR) 2026 AGM?

Turnout was high. Holders of 24,297,754 ordinary shares, representing 90.0% of the 27,006,409 shares entitled to vote as of April 17, 2026, were present in person or by proxy, ensuring a solid quorum for all resolutions.

How often will Luxfer Holdings (LXFR) hold say-on-pay votes?

Shareholders supported holding say‑on‑pay votes every one year, with 21,569,645 votes for an annual frequency. The Board agreed to maintain annual advisory votes on executive compensation until at least the 2027 Annual General Meeting.

What share issuance authority did Luxfer Holdings (LXFR) shareholders grant the Board?

Shareholders authorized the Board to issue shares and grant rights over shares up to a nominal amount of $70,739,136, equivalent to 20% of issued share capital as of April 1, 2026, with this authority expiring at the next Annual General Meeting unless renewed.

How were auditor matters decided at Luxfer Holdings (LXFR) 2026 AGM?

Shareholders ratified PricewaterhouseCoopers LLP as independent auditor through the 2027 AGM, with 23,224,484 votes in favor, and authorized the Audit Committee to set its remuneration, supported by 24,280,164 votes for this authority.

What preemptive rights disapplication did Luxfer Holdings (LXFR) shareholders approve?

Shareholders approved a special resolution allowing the Board to disapply preemptive rights for cash issues or treasury share sales up to a nominal amount of $17,684,784, with this power expiring at the 2027 Annual General Meeting.

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