Maximus (NYSE: MMS) shareholders back board, pay and KPMG

Rhea-AI Filing Summary

Maximus held its Annual Meeting of Shareholders on March 10, 2026, with 50,864,001 shares represented, equal to 93.2% of the common stock entitled to vote. Shareholders elected eight directors to one-year terms ending at the 2027 annual meeting.

They also ratified KPMG LLP as the independent registered public accounting firm for the 2026 fiscal year, with 50,814,166 votes for and 13,714 against. In addition, shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 48,075,519 votes for and 1,136,606 against.

0001032220FALSE00010322202026-03-102026-03-10

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): March 10, 2026

Maximus, Inc.

(Exact name of registrant as specified in its charter)

Virginia

1-12997

54-1000588

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1600 Tysons Boulevard

McLean

,

VA

22102

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including the area code

(

703

)

251-8500

No Change

(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, no par value

MMS

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.

At our Annual Meeting of Shareholders held on March 10, 2026, 50,864,001 shares, representing 93.2% of the outstanding common stock of Maximus, Inc. (the "Company") entitled to vote, were represented in person or by proxy. Our shareholders voted as follows:

(a)To elect Anne K. Altman, Bruce L. Caswell, John J. Haley, Jan D. Madsen, Richard A. Montoni, Gayathri Rajan, Raymond B. Ruddy and Michael J. Warren as directors for one-year terms expiring at the 2027 Annual Meeting of Shareholders.

Nominee						Total Votes For						Total Votes Against						Abstentions						Broker Non-Votes
Anne K. Altman						47,654,544						1,564,664						40,483						1,604,310
Bruce L. Caswell						48,951,089						269,925						38,677						1,604,310
John J. Haley						48,268,084						951,084						40,523						1,604,310
Jan D. Madsen						49,203,495						15,808						40,388						1,604,310
Richard A. Montoni						48,899,761						323,090						36,840						1,604,310
Gayathri Rajan						48,353,479						853,668						52,544						1,604,310
Raymond B. Ruddy						47,586,747						1,606,442						66,502						1,604,310
Michael J. Warren						49,153,325						65,867						40,499						1,604,310

(b)To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our 2026 fiscal year.

Total Votes For						Total Votes Against						Abstentions						Broker Non-Votes
50,814,166						13,714						36,121						—

(c)To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the compensation discussion and analysis, the compensation tables and any related material contained in the proxy statement.

Total Votes For						Total Votes Against						Abstentions						Broker Non-Votes
48,075,519						1,136,606						47,566						1,604,310

1

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.

						Maximus, Inc.
						(Registrant)
Date: March 11, 2026						/s/ Jason S. Frank
						Jason S. Frank
						Assistant Corporate Secretary

2

FAQ

What did Maximus (MMS) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing eight directors, ratifying KPMG LLP as the independent auditor for the 2026 fiscal year, and approving, on an advisory basis, compensation for named executive officers as outlined in the proxy statement’s compensation discussion, tables, and related materials.

How many Maximus (MMS) shares were represented at the March 10, 2026 meeting?

A total of 50,864,001 Maximus shares were represented in person or by proxy, amounting to 93.2% of the company’s outstanding common stock entitled to vote. This indicates a high level of shareholder participation in the 2026 annual meeting decisions.

Were all Maximus (MMS) director nominees elected at the 2026 annual meeting?

Yes. All eight nominees—Anne K. Altman, Bruce L. Caswell, John J. Haley, Jan D. Madsen, Richard A. Montoni, Gayathri Rajan, Raymond B. Ruddy, and Michael J. Warren—were elected to one-year terms expiring at the 2027 Annual Meeting of Shareholders, each receiving more votes for than against.

Did Maximus (MMS) shareholders approve executive compensation in 2026?

Yes. On an advisory basis, shareholders approved the compensation of Maximus’s named executive officers, with 48,075,519 votes for, 1,136,606 votes against, and 47,566 abstentions, plus 1,604,310 broker non-votes, reflecting support for the compensation program described in the proxy materials.

Who is Maximus’s independent auditor for the 2026 fiscal year?

Shareholders ratified the appointment of KPMG LLP as Maximus’s independent registered public accounting firm for the 2026 fiscal year. The ratification received 50,814,166 votes for, 13,714 votes against, and 36,121 abstentions, with no broker non-votes recorded on this proposal.

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 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB