M-tron Industries (MPTI) wins approval for directors, pay plan and 2026 auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
M-tron Industries, Inc. held its 2026 Annual Meeting of Stockholders on June 16, 2026. Stockholders elected seven directors to serve until the 2027 Annual Meeting, with support levels generally above 1.7 million votes for each nominee and over 1.0 million broker non-votes recorded.
Stockholders approved, on an advisory basis, the Company’s named executive officer compensation, with 2,006,857 votes for, 43,740 against, and 5,970 abstentions. They also approved the Second Amended and Restated 2022 Incentive Plan, receiving 1,396,029 votes for, 531,891 against, and 128,647 abstentions.
Finally, stockholders ratified the appointment of PKF O'Connor Davies, LLP as independent auditor for 2026, with 3,069,703 votes for, 646 against, and 21,355 abstentions. All four proposals received the requisite stockholder approval.
Positive
- None.
Negative
- None.
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
Executive compensation advisory vote - For: 2,006,857 votes
Executive compensation advisory vote - Against: 43,740 votes
Incentive Plan approval - For: 1,396,029 votes
+3 more
6 metrics
Executive compensation advisory vote - For
2,006,857 votes
Advisory approval of named executive officer compensation
Executive compensation advisory vote - Against
43,740 votes
Advisory approval of named executive officer compensation
Incentive Plan approval - For
1,396,029 votes
Second Amended and Restated 2022 Incentive Plan
Incentive Plan approval - Against
531,891 votes
Second Amended and Restated 2022 Incentive Plan
Auditor ratification - For
3,069,703 votes
Ratification of PKF O'Connor Davies, LLP as 2026 auditor
Auditor ratification - Against
646 votes
Ratification of PKF O'Connor Davies, LLP as 2026 auditor
Key Terms
broker non-votes, Advisory Vote to Approve Named Executive Officer Compensation, Second Amended and Restated M-tron Industries, Inc. 2022 Incentive Plan, independent auditor
4 terms
broker non-votes financial
"as well as the number of abstentions and broker non-votes as to each such matter"
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.
Advisory Vote to Approve Named Executive Officer Compensation financial
"Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation"
Second Amended and Restated M-tron Industries, Inc. 2022 Incentive Plan financial
"Proposal 3 - Approval of the Second Amended and Restated M-tron Industries, Inc. 2022 Incentive Plan"
independent auditor financial
"Ratification of the Appointment of PKF O'Connor Davies, LLP to Serve as the Company's Independent Auditor for 2026"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
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 18, 2026 (June 16, 2026 )
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(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(407 ) 298-2000
Registrant’s Telephone Number, Including Area Code:
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(Former Name or Former Address, If Changed Since Last Report)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 June 16, 2026, M-tron Industries, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting").
The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting:
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(i)
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the election of seven (7) directors to serve until the Company’s 2027 Annual Meeting of Stockholders;
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(ii)
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a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;
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(iii)
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approval of the Second Amended and Restated M-tron Industries, Inc. 2022 Incentive Plan; and
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(iv)
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the ratification of the appointment of PKF O'Connor Davies, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
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The four proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026 (the "Definitive Proxy Statement").
Each of the four matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.
Proposal 1 - Election of Directors: The following individuals were elected to serve as directors until the 2027 Annual Meeting or upon the election and qualification of their successors. The voting results for each of the nominees were as follows
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Nominee
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For
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Withheld
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Broker Non-votes
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Ivan Arteaga
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2,010,287 | 46,280 | 1,035,137 | |||||||||
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Marc Gabelli
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1,495,544 | 561,023 | 1,035,137 | |||||||||
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David M. Goldman
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2,005,745 | 50,822 | 1,035,137 | |||||||||
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Robert V. La Penta Jr.
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1,962,075 | 94,492 | 1,035,137 | |||||||||
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Bel Lazar
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1,945,702 | 110,865 | 1,035,137 | |||||||||
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John S. Mega
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1,737,402 | 319,165 | 1,035,137 | |||||||||
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Hendi Susanto
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2,006,070 | 50,497 | 1,035,137 | |||||||||
Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation: The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-votes
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| 2,006,857 | 43,740 | 5,970 | 1,035,137 | ||||||||||
Proposal 3 - Approval of the Second Amended and Restated M-tron Industries, Inc. 2022 Incentive Plan: The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-votes
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| 1,396,029 | 531,891 | 128,647 | 1,035,137 | ||||||||||
Proposal 4 - Ratification of the Appointment of PKF O'Connor Davies, LLP to Serve as the Company's Independent Auditor for 2026: The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-votes
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| 3,069,703 | 646 | 21,355 | — | ||||||||||
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.
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M-TRON INDUSTRIES, INC.
(Registrant)
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| Date: June 18, 2026 |
By:
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/s/ Linda M. Biles
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Name:
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Linda M. Biles
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Title:
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Executive Vice President - Finance
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FAQ
What did M-tron Industries, Inc. (MPTI) stockholders approve at the 2026 Annual Meeting?
Stockholders approved all four proposals, including electing seven directors, an advisory vote on executive pay, approval of the Second Amended and Restated 2022 Incentive Plan, and ratification of PKF O'Connor Davies, LLP as independent auditor for 2026.
How did MPTI stockholders vote on director elections at the 2026 Annual Meeting?
Seven directors were elected to serve until the 2027 Annual Meeting. Each nominee, including Ivan Arteaga and Hendi Susanto, received more than 1.7 million votes for, with votes withheld ranging from about 46,000 to 319,165, plus 1,035,137 broker non-votes per nominee.
Was M-tron Industries (MPTI) executive compensation approved by stockholders?
Yes. The advisory vote to approve named executive officer compensation received 2,006,857 votes for, 43,740 against, and 5,970 abstentions, along with 1,035,137 broker non-votes. This indicates stockholder backing for the company’s current executive pay structure.
What were the voting results on MPTI’s Second Amended and Restated 2022 Incentive Plan?
The Second Amended and Restated 2022 Incentive Plan was approved, with 1,396,029 votes for, 531,891 against, and 128,647 abstentions, plus 1,035,137 broker non-votes. This supports continued use of equity and incentive awards under the updated plan framework.
Did M-tron Industries (MPTI) stockholders ratify the independent auditor for 2026?
Yes. Stockholders ratified PKF O'Connor Davies, LLP as the company’s independent auditor for 2026, with 3,069,703 votes for, 646 against, and 21,355 abstentions. There were no broker non-votes on this auditor ratification proposal.
When was M-tron Industries’ 2026 Annual Meeting of Stockholders held?
The 2026 Annual Meeting of Stockholders for M-tron Industries, Inc. was held on June 16, 2026. At this meeting, stockholders voted on director elections, executive compensation, the amended 2022 Incentive Plan, and the ratification of the company’s independent auditor for 2026.