Materion (MTRN) investors reelect board, approve size change and auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Materion Corporation reported voting results from its Annual Meeting held on May 7, 2026. Shareholders elected nine directors to serve until 2027. As of the record date, there were 20,801,338 common shares outstanding, and 19,542,978 shares, or approximately 94%, were represented in person or by proxy.

Shareholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026 and approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers. They also approved an amendment to the Amended & Restated Articles of Incorporation to reduce the minimum and maximum size of the Board of Directors.

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

Shares outstanding: 20,801,338 shares Shares represented: 19,542,978 shares Auditor ratification votes for: 18,947,675 votes +3 more

6 metrics

Shares outstanding 20,801,338 shares Common shares outstanding and entitled to vote as of record date

Shares represented 19,542,978 shares Shares present in person or by proxy, approximately 94% participation

Auditor ratification votes for 18,947,675 votes For ratification of Ernst & Young LLP as 2026 auditor

Say-on-pay support 17,844,749 votes for Advisory approval of named executive officer compensation

Board size amendment support 19,393,987 votes for Approval of amendment to reduce Board minimum and maximum size

Highest director for-vote total 18,480,630 votes Votes for director nominee Thomas T. Edman

Key Terms

broker non-votes, advisory, non-binding basis, Amended & Restated Articles of Incorporation, independent registered public accounting firm

4 terms

broker non-votes regulatory

"Broker Non-Votes | 854,185"

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, non-binding basis regulatory

"approved, on an advisory, non-binding basis the compensation"

Amended & Restated Articles of Incorporation regulatory

"approved the amendment to the Company’s Amended & Restated Articles of Incorporation"

independent registered public accounting firm regulatory

"Ernst & Young LLP 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.

Understanding 8-K Material Events →

05/07/2026 - 03:57 PM

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 7, 2026

MATERION CORPORATION

(Exact name of registrant as specified in its charter)

Ohio 001-15885 34-1919973


(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

6070 Parkland Blvd., Mayfield Hts., Ohio 44124


(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code (216) 486-4200

Not Applicable

(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 MTRN 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 (§204.12b-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 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 was held on May 7, 2026. Set forth below are the proposals voted upon at the Annual Meeting and the final voting results.

As of the record date of the Annual Meeting, there were 20,801,338 common shares outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 19,542,978 common shares, or approximately 94% of the outstanding common shares entitled to vote, were represented in person or by proxy. Those common shares were voted as follows:

(1) Election of Directors.

The following individuals were nominated in 2026 to serve as directors until 2027. All nominees were elected. The results were as follows:


Director	For	Withhold	Broker Non-Votes
Vinod M. Khilnani	17,151,837	1,536,956	854,185
Emily M. Liggett	18,137,069	551,724	854,185
Robert J. Phillippy	18,102,104	586,689	854,185
Patrick Prevost	18,115,393	573,400	854,185
Thomas T. Edman	18,480,630	208,163	854,185
Craig S. Shular	17,771,193	917,600	854,185
Darlene J. S. Solomon	17,993,111	695,682	854,185
Robert B. Toth	17,934,701	754,092	854,185
Jugal K. Vijayvargiya	18,298,489	390,304	854,185

(2) Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year 2026.

The proposal was ratified based on the following vote:


For			18,947,675
Against			590,316
Abstentions			4,987

(3) Approval, on an advisory basis, of the compensation of the Company's named executive officers.

The Company's shareholders approved, on an advisory, non-binding basis the compensation of the Company's named executive officers.


For			17,844,749
Against			826,703
Abstentions			17,341
Broker Non-Votes			854,185

(4) Approval of an amendment to Amended & Restated Articles of Incorporation.

The Company’s shareholders approved the amendment to the Company’s Amended & Restated Articles of Incorporation to reduce the minimum and maximum size of the Board of Directors.


For			19,393,987
Against			124,915
Abstentions			24,076
Broker Non-Votes			0

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.


		Materion Corporation

May 7, 2026	By:	/s/ Shelly M. Chadwick
		Shelly M. Chadwick
		Vice President, Finance and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Materion (MTRN) shareholders vote on at the 2026 Annual Meeting?

Materion shareholders voted on electing nine directors, ratifying Ernst & Young LLP as auditor for 2026, approving executive compensation on an advisory basis, and amending the Articles of Incorporation to change the minimum and maximum size of the Board of Directors.

How many Materion (MTRN) shares were represented at the 2026 Annual Meeting?

A total of 19,542,978 Materion common shares were represented at the Annual Meeting, out of 20,801,338 shares outstanding on the record date. This represents approximately 94% of the eligible shares being present in person or by proxy for the meeting’s votes.

Did Materion (MTRN) shareholders approve the executive compensation in 2026?

Yes. Shareholders approved, on an advisory and non-binding basis, the compensation of Materion’s named executive officers. The say-on-pay proposal received 17,844,749 votes for, 826,703 against, 17,341 abstentions, and 854,185 broker non-votes recorded in the meeting results.

Was Ernst & Young LLP reappointed as Materion’s (MTRN) auditor for 2026?

Yes. Materion shareholders ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026, with 18,947,675 votes for, 590,316 against, and 4,987 abstentions reported in the final tally from the Annual Meeting.

What change to the Board size did Materion (MTRN) shareholders approve?

Shareholders approved an amendment to Materion’s Amended & Restated Articles of Incorporation to reduce the minimum and maximum size of the Board of Directors. The amendment received 19,393,987 votes for, 124,915 against, and 24,076 abstentions, with no broker non-votes recorded.

How did Materion (MTRN) shareholders vote on director elections in 2026?

All nine nominated directors were elected to serve until 2027. Each nominee, including Vinod M. Khilnani and Jugal K. Vijayvargiya, received more votes for than withheld, with additional broker non-votes recorded, confirming shareholder support for the full slate of director candidates.

Filing Exhibits & Attachments

4 documents