Mohawk Industries (NYSE: MHK) shareholders approve new 2026 incentive plan
Rhea-AI Filing Summary
Mohawk Industries, Inc. held its 2026 Annual Meeting of Stockholders on May 21, 2026, where stockholders approved the new 2026 Incentive Plan. The plan became effective the same day and authorizes up to 3,500,000 shares of common stock for equity and cash-based awards to employees, officers, directors, and consultants, subject to adjustments for grants made under the prior 2017 plan.
The 2026 Plan runs until May 21, 2036 unless ended earlier and supports a wide range of awards, including options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents and other equity-based incentives. Directors received strong support in the voting results, with most nominees receiving over 50 million votes in favor, and a separate stockholder proposal on a majority vote standard was not acted upon because its proponent did not appear at the meeting.
Positive
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8-K Event Classification
Key Figures
Key Terms
2026 Incentive Plan financial
stock appreciation rights financial
restricted stock units financial
performance awards financial
broker non-votes financial
Annual Meeting regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
As described below in Item 5.07 of this Current Report on Form 8-K, on May 21, 2026, at the 2026 Annual Meeting of Stockholders of Mohawk Industries, Inc. (the “Company”) (such meeting, the “Annual Meeting”), the stockholders of the Company approved the Mohawk Industries, Inc. 2026 Incentive Plan (the “2026 Plan”). The 2026 Plan was adopted by the Company’s Board of Directors (the “Board”) and became effective on May 21, 2026 (the “Effective Date”), following approval by the stockholders at the Annual Meeting.
Term. Unless terminated sooner in accordance with the terms of the 2026 Plan or extended with shareholder approval, the 2026 Plan will terminate on the day before the tenth anniversary of the Effective Date, May 21, 2036.
Types of Awards. The 2026 Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance awards, dividend equivalent rights, other equity-based awards, and cash-based awards.
Eligibility. All employees, officers, directors or consultants of the Company or any Affiliate (as defined in the 2026 Plan) are eligible to receive awards under the 2026 Plan.
Shares Reserved for Issuance. The maximum number of shares of the Corporation’s common stock, $0.01 par value per share (the “Common Stock”), that may be issued under the 2026 Plan will be equal to 3,500,000 shares of Common Stock, less one share for every one share subject to an award granted under the Company’s 2017 Incentive Plan (the “Prior Plan”) after December 31, 2025 and prior to May 21, 2026. After December 31, 2025, any shares subject to an award under the Prior Plan that is terminated or expires unexercised, is settled for cash, or is canceled, forfeited or lapses for any reason will, to the extent of such termination, expiration, cash settlement, cancellation, forfeiture or lapse, be added to the shares available for grant under the Prior Plan on a one-for-one basis.
A description of the material terms of the 2026 Plan is set forth in Proposal 4 contained in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 4, 2026. The above description of the certain terms of the 2026 Plan is qualified in all respects by the full text of the 2026 Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 21, 2026. Below are the final voting results of the items voted on at the Annual Meeting:
| (1) | Votes regarding the election of the following persons as directors for a three-year term beginning in 2026 were as follows: |
| Name | Votes For | Votes Against | Votes Abstain | Broker Non-Votes | ||||
| Karen A. Smith Bogart | 42,231,791 | 10,370,977 | 14,302 | 2,725,067 | ||||
| Jeffrey S. Lorberbaum | 51,075,758 | 1,334,971 | 206,341 | 2,725,067 | ||||
| Bernard P. Thiers | 50,844,377 | 1,566,270 | 206,423 | 2,725,067 |
| (2) | Votes regarding ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026 were as follows: |
| Votes For | Votes Against | Votes Abstain | ||
| 53,226,241 | 2,102,519 | 13,377 |
| (3) | Votes regarding the non-binding, advisory vote with respect to the compensation of the Company’s Named Executive Officers were as follows: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||
| 48,793,836 | 3,732,023 | 91,211 | 2,725,067 |
| (4) | Votes regarding the approval of the 2026 Plan were as follows: |
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||
| 51,757,386 | 840,558 | 19,126 | 2,725,067 |
No vote is being reported for a stockholder proposal regarding a majority vote standard. Neither the proponent nor a qualified representative of the proponent attended the Annual Meeting to present the proposal, as required, and therefore, the stockholder proposal was not acted upon by the stockholders.
| Item 9.01. | Financial Statements and Exhibits. |
|
Exhibit Number |
Description | |
| 10.1 | Mohawk Industries, Inc. 2026 Incentive Plan. | |
| 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.
| Mohawk Industries, Inc. | |||
| Date: | May 21, 2026 | By: | /s/ R. David Patton |
| R. David Patton | |||
| Vice President - Business Strategy and General Counsel |