LSB Industries (NYSE: LXU) holders approve directors, auditor and 2026 pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

LSB Industries, Inc. reported the results of its 2026 annual meeting of stockholders. Stockholders elected three directors—Jonathan Z. Ackerman, Diana M. Peninger, and Lynn F. White—to terms expiring in 2029, each receiving over 45.9 million votes in favor, with 12.5 million broker non-votes.

Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 60.7 million votes for and minimal opposition. In addition, stockholders approved, on a non-binding advisory basis, the 2026 compensation of the company’s named executive officers in a “say-on-pay” vote, with approximately 48.2 million votes for and limited votes against or abstaining.

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

Votes for Jonathan Z. Ackerman: 48,373,376.44 votes Votes for Diana M. Peninger: 48,253,931.44 votes Votes for Lynn F. White: 45,987,148.44 votes +4 more

7 metrics

Votes for Jonathan Z. Ackerman 48,373,376.44 votes Director election for term expiring in 2029

Votes for Diana M. Peninger 48,253,931.44 votes Director election for term expiring in 2029

Votes for Lynn F. White 45,987,148.44 votes Director election for term expiring in 2029

Broker non-votes on director elections 12,505,940.71 votes Applied to each director nominee

Votes for auditor ratification 60,696,746.14 votes Ratification of PricewaterhouseCoopers LLP for 2026

Votes for say-on-pay 48,217,328.06 votes Advisory approval of 2026 executive compensation

Broker non-votes on say-on-pay 12,505,940.71 votes Advisory executive compensation resolution

Key Terms

independent registered public accounting firm, broker non-votes, non-binding, advisory basis, say-on-pay, +1 more

5 terms

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"In addition, there were 12,505,940.71 broker non-votes with respect to each nominee"

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.

non-binding, advisory basis regulatory

"approved, on a non-binding, advisory basis, a resolution approving the 2026 compensation"

say-on-pay financial

"which is commonly referred to as a “say-on-pay” vote"

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.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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.

Understanding 8-K Material Events →

05/21/2026 - 05:00 PM

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): May 21, 2026

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



Delaware	1-7677	73-1015226
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma		73116
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (405) 235-4546

Not applicable

(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 (see General Instruction A.2. below):


☐	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(s)	Name of each exchange on which registered
Common Stock, Par Value $.10	LXU	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	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 ☐

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 May 21, 2026, LSB Industries, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the stockholders: (i) elected the three director nominees listed in the Company’s proxy statement to serve on the Board of Directors for terms expiring in 2029; (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026; and (iii) approved, on a non-binding, advisory basis, a resolution approving the 2026 compensation of the Company’s named executive officers, which is commonly referred to as a “say-on-pay” vote.

The final voting results for each of these matters are set forth below.

1. Election of three nominees to the Company’s Board of Directors whose terms will expire in 2029


Name	For	Against	Abstain
Jonathan Z. Ackerman	48,373,376.44	63,783.00	29,699.00
Diana M. Peninger	48,253,931.44	183,229.00	29,698.00
Lynn F. White	45,987,148.44	2,450,011.00	29,699.00

In addition, there were 12,505,940.71 broker non-votes with respect to each nominee. All director nominees were duly elected at the 2026 Annual Meeting. Each of the individuals named in the above table will serve as director until the Company's 2029 annual meeting of stockholders or until his/her successor is duly elected and qualified.

2. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026


For	Against	Abstain
60,696,746.14	241,389.00	34,664.01
There were no broker non-votes on this matter.

3. Approval, on an advisory basis, of the compensation of the Company's named executive officers


For	Against	Abstain	Broker Non-Votes
48,217,328.06	204,866.38	44,664.00	12,505,940.71

SIGNATURES

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

Dated: May 21, 2026




LSB INDUSTRIES, INC.

By:		/s/ Michael J. Foster
Name:		Michael J. Foster
Title:		Executive Vice President and General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did LSB Industries (LXU) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three key items: electing three directors to terms ending in 2029, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and approving, on an advisory basis, the 2026 executive compensation (“say-on-pay”) resolution.

Were LSB Industries (LXU) director nominees approved at the 2026 annual meeting?

Yes, all three director nominees were elected. Jonathan Z. Ackerman, Diana M. Peninger, and Lynn F. White each received strong majority support, with over 45.9 million votes in favor and 12.5 million broker non-votes recorded for each nominee.

Did LSB Industries (LXU) stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes, stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 60,696,746.14 votes for, 241,389.00 against, and 34,664.01 abstentions, and no broker non-votes reported on this proposal.

How did LSB Industries (LXU) stockholders vote on the 2026 say-on-pay proposal?

Stockholders approved the 2026 executive compensation on a non-binding advisory basis. The say-on-pay resolution received 48,217,328.06 votes for, 204,866.38 votes against, 44,664.00 abstentions, and 12,505,940.71 broker non-votes, indicating broad support.

What are broker non-votes in the LSB Industries (LXU) 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. LSB Industries reported 12,505,940.71 broker non-votes for the director elections and the say-on-pay proposal, but none for the auditor ratification item.

Filing Exhibits & Attachments

1 document