Methode shareholders oppose director, board keeps him

METHODE ELECTRONICS, INC.

Rhea-AI Filing Summary

METHODE ELECTRONICS, INC. (MEI) reports the results of its September 16, 2026 annual meeting of stockholders. Stockholders approved the Methode Electronics, Inc. 2026 Omnibus Incentive Plan and ratified the Audit Committee’s selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending May 1, 2027.

Director David P. Blom received fewer votes for election than against, triggering the company’s resignation policy. After review, the Nominating and Governance Committee recommended, and the Board determined, that rejecting his conditional resignation was in the best interest of the company and its stockholders, so he will continue to serve until the 2027 annual meeting or earlier departure.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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, or exhibit attachments filed with this report.

Key Figures

Annual meeting date: September 16, 2026 Votes for 2026 Omnibus Incentive Plan: 27,466,037 votes Votes against 2026 Omnibus Incentive Plan: 812,903 votes +5 more

8 metrics

Annual meeting date September 16, 2026 Date of Methode Electronics’ 2026 annual meeting of stockholders

Votes for 2026 Omnibus Incentive Plan 27,466,037 votes Stockholder approval of the 2026 Omnibus Incentive Plan

Votes against 2026 Omnibus Incentive Plan 812,903 votes Opposition to the 2026 Omnibus Incentive Plan proposal

Say-on-Pay votes for 24,802,391 votes Advisory vote to approve named executive officer compensation

Say-on-Pay votes against 3,471,604 votes Advisory vote to approve named executive officer compensation

Auditor ratification votes for 31,607,304 votes Ratification of Ernst & Young LLP as independent registered public accounting firm

Director Blom votes for 7,050,790 votes Election of director David P. Blom

Director Blom votes against 21,241,811 votes Election of director David P. Blom

Key Terms

2026 Omnibus Incentive Plan, broker non-votes, independent registered public accounting firm, Say-on-Pay

4 terms

2026 Omnibus Incentive Plan financial

"stockholders voted to approve the Methode Electronics, Inc. 2026 Omnibus Incentive Plan"

broker non-votes regulatory

"Broker Non-Votes 3,778,120"

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.

independent registered public accounting firm regulatory

"to serve as the Company’s independent registered public accounting firm"

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.

Say-on-Pay financial

"cast an advisory vote on named executive officer compensation (“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.

FAQ

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

What did MEI stockholders approve at the September 16, 2026 annual meeting?

Stockholders approved the 2026 Omnibus Incentive Plan, ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending May 1, 2027, and passed the advisory Say-on-Pay vote on named executive officer compensation.

What happened with director David P. Blom’s election at MEI?

Director David P. Blom received 7,050,790 votes for and 21,241,811 votes against, less than a majority of votes cast. Under the company’s guidelines he tendered a conditional resignation, which the Board ultimately rejected after the Nominating and Governance Committee’s review.

Will David P. Blom remain on the MEI board after the 2026 meeting?

Yes. After considering his experience and other factors, the Board determined it was in the best interest of the company and stockholders to reject his resignation. He will continue to serve until the 2027 annual meeting or until an earlier departure event.

How did MEI stockholders vote on the 2026 Omnibus Incentive Plan?

On the 2026 Omnibus Incentive Plan, stockholders cast 27,466,037 votes for, 812,903 against, and 61,437 abstentions, with 3,778,120 broker non-votes, resulting in approval of the plan.

What were the Say-on-Pay advisory vote results for MEI (MEI)?

The advisory vote on named executive officer compensation received 24,802,391 votes for, 3,471,604 against, and 66,382 abstentions, with 3,778,120 broker non-votes, so the Say-on-Pay proposal was approved.

Did MEI stockholders ratify Ernst & Young LLP as auditor?

Yes. The ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending May 1, 2027 received 31,607,304 votes for, 431,620 against, and 79,573 abstentions, with no broker non-votes reported.

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

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Available on EDGAR 09/17/2026 - 04:39 PM Accepted by SEC EDGAR 09/17/2026 - 04:39 PM Learn about SEC filing dates

0000065270false00000652702026-09-162026-09-16

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

METHODE ELECTRONICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-33731	36-2090085
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
25650 W 11 Mile Rd
Southfield, Michigan				48034
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (708) 867-6777

(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:

☐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, $0.50 Par Value		MEI		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2026 Omnibus Incentive Plan

The annual meeting of the stockholders of Methode Electronics, Inc. (“Methode” or the “Company”) was held on September 16, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted to approve the Methode Electronics, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”). A description of the terms and conditions of the 2026 Plan is set forth in “Proposal Two, Approval of the Methode Electronics, Inc. 2026 Omnibus Incentive Plan” in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on July 31, 2026 (the “Proxy Statement”), and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries only and are qualified in their entirety by the full text of the 2026 Plan, a copy of which is incorporated by reference to this Current Report on Form 8-K.

Director Conditional Resignation and Rejection

Mr. Blom received less than a majority of the votes cast for his election to the Board at the Company’s Annual Meeting. Accordingly, pursuant to the resignation policy set forth in Section 4(b) of the Company’s Corporate Governance Guidelines, Mr. Blom tendered his conditional resignation to the Board.

In accordance with the Company’s Corporate Governance Guidelines, the Nominating and Governance Committee of the Board (the “N&G Committee”) considered Mr. Blom’s tendered resignation and recommended that the Board reject the resignation. Subsequently, the Board determined that it was in the best interest of the Company and its stockholders to reject Mr. Blom’s resignation. Mr. Blom did not participate in the N&G Committee’s recommendation, or the Board’s decision, regarding his resignation or future Board service.

In reaching this decision, the N&G Committee and the Board considered a number of factors, including, but not limited to: (1) Mr. Blom’s extensive leadership experience as chief executive officer of a large healthcare system, including on transformations; (2) his experience as a director of public companies; (3) his tenure on the Board and service on the Audit Committee and the Compensation Committee; and (4) that proxy advisory firm voting recommendations against Mr. Blom’s election were due to director attendance at Board meetings and that Mr. Blom has attended all of the Board and Committee meetings so far in fiscal 2027.

As a result, Mr. Blom will continue to serve as a member of the Board until the Company’s 2027 annual meeting of stockholders or until his successor is duly elected and qualified or until his prior death, resignation, retirement, disqualification or other removal.

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

At the Annual Meeting, the stockholders voted on proposals to (i) elect seven (7) directors to hold office until the next annual meeting of stockholders or until their successors are elected and qualified; (ii) approve the 2026 Plan; (iii) ratify the Audit Committee's selection of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending May 1, 2027; and (iv) cast an advisory vote on named executive officer compensation (“Say-on-Pay”).

The voting results for each proposal were as follows:

1. Election of Directors:
Director		For		Against		Abstain		Broker Non-Votes
David P. Blom		7,050,790		21,241,811		47,776		3,778,120
Therese M. Bobek‎		27,310,497		982,482		47,398		3,778,120
Brian J. Cadwallader		24,957,846		3,335,117		47,414		3,778,120
Bruce K. Crowther		26,211,838		2,080,639		47,900		3,778,120
Jonathan B. DeGaynor		28,114,145		178,012		48,220		3,778,120
Mary A. Lindsey		26,105,332		2,178,732		56,313		3,778,120
Mark D. Schwabero		27,184,536		1,108,421		47,420		3,778,120

2. Approval of the 2026 Plan
		For		Against		Abstain		Broker Non-Votes
		27,466,037		812,903		61,437		3,778,120

3. Ratification of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm:
		For		Against		Abstain		Broker Non-Votes
		31,607,304		431,620		79,573		--
4. Advisory vote to approve the Company’s named executive officer compensation:
		For		Against		Abstain		Broker Non-Votes
		24,802,391		3,471,604		66,382		3,778,120

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Methode Electronics, Inc. 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed on September 16, 2026)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			Methode Electronics, Inc.
Date:	September 17, 2026	By:	/s/ Laura Kowalchik
			Laura Kowalchik Chief Financial Officer

Filing Exhibits & Attachments

1 document

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