MSA Safety shareholders approve board, pay, auditor
MSA Safety Incorporated reported voting results from its annual shareholder meeting held on May 8, 2026.
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Form Type
8-K
Rhea-AI Filing Summary
MSA Safety Incorporated reported voting results from its annual shareholder meeting held on May 8, 2026. Shareholders elected William M. Lambert, Diane M. Pearse and Nishan J. Vartanian as directors to serve until the 2029 annual meeting.
Lambert received 31,171,031 votes for and 2,282,844 withheld, Pearse received 28,915,222 for and 4,538,653 withheld, and Vartanian received 31,172,477 for and 2,281,398 withheld, with 3,676,895 broker non-votes for each. Shareholders also selected Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 36,762,030 votes for, 321,029 against and 47,711 abstentions.
In an advisory vote, shareholders approved the executive compensation of the company’s named executive officers, with 31,949,220 votes for, 1,465,054 against, 39,601 abstentions and 3,676,895 broker non-votes.
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 Lambert: 31,171,031 shares
Votes for Pearse: 28,915,222 shares
Votes for Vartanian: 31,172,477 shares
+4 more
7 metrics
Votes for Lambert
31,171,031 shares
Director election at May 8, 2026 annual meeting
Votes for Pearse
28,915,222 shares
Director election at May 8, 2026 annual meeting
Votes for Vartanian
31,172,477 shares
Director election at May 8, 2026 annual meeting
Auditor ratification for votes
36,762,030 shares
Selection of Ernst & Young LLP for year ending Dec. 31, 2026
Auditor ratification against votes
321,029 shares
Selection of Ernst & Young LLP for year ending Dec. 31, 2026
Say-on-pay votes for
31,949,220 shares
Advisory vote to approve executive compensation
Say-on-pay votes against
1,465,054 shares
Advisory vote to approve executive compensation
Key Terms
broker non-votes, independent registered public accounting firm, advisory vote to approve executive compensation, emerging growth company
4 terms
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
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 financial
"Ernst & Young LLP was selected as the 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.
advisory vote to approve executive compensation financial
"The results of the advisory vote to approve the executive compensation"
emerging growth company regulatory
"Emerging growth company The annual meeting of shareholders"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Which directors were elected to MSA (MSA)’s board and for how long?
William M. Lambert, Diane M. Pearse and Nishan J. Vartanian were elected to the board. They will serve as directors until the company’s annual meeting of shareholders scheduled to be held in 2029, assuming they continue to meet all applicable service requirements.
Were there broker non-votes in MSA (MSA)’s 2026 annual meeting results?
Yes. The director elections and the advisory vote on executive compensation each recorded 3,676,895 broker non-votes. Broker non-votes represent shares held in street name where brokers did not receive voting instructions on certain proposals.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
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 8, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: 724 -776-8600
Former name or former address, if changed since last report: N/A
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 | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. | ||||
The annual meeting of shareholders of MSA Safety Incorporated was held on May 8, 2026. The following matters were acted upon:
1. Election of Directors
William M. Lambert, Diane M. Pearse and Nishan J. Vartanian were elected to serve until the Annual Meeting in 2029, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| William M. Lambert | 31,171,031 | 2,282,844 | 3,676,895 | |||||||||||||||||
| Diane M. Pearse | 28,915,222 | 4,538,653 | 3,676,895 | |||||||||||||||||
| Nishan J. Vartanian | 31,172,477 | 2,281,398 | 3,676,895 | |||||||||||||||||
Continuing as directors, with terms expiring in 2027, are Steven C. Blanco, Sandra L. Phillips and Luca Savi. Continuing as directors with terms expiring in 2028, are Robert A. Bruggeworth, Gregory B. Jordan and William R. Sperry.
2. Selection of Independent Registered Public Accounting Firm
Ernst & Young LLP was selected as the independent registered public accounting firm for the year ending December 31, 2026, by the following votes:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 36,762,030 | 321,029 | 47,711 | ||||||||||||
3. Advisory Vote to Approve Executive Compensation
The results of the advisory vote to approve the executive compensation of the Company’s named executive officers were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 31,949,220 | 1,465,054 | 39,601 | 3,676,895 | |||||||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, MSA Safety Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MSA SAFETY INCORPORATED | |||||||||||
(Registrant) | |||||||||||
By | /s/ Richard W. Roda | ||||||||||
Richard W. Roda | |||||||||||
Vice President, Secretary and Chief Legal Officer | |||||||||||
Date: May 8, 2026