Nelnet (NYSE: NNI) shareholders back directors, KPMG and executive pay at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Nelnet, Inc. reported the results of its 2026 annual shareholder meeting held on May 14, 2026. Shareholders elected three Class III directors — Kathleen A. Farrell, David S. Graff, and Thomas E. Henning — to serve until the 2029 annual meeting.
Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 125,269,425 votes in favor. They also approved amendments to the Directors Stock Compensation Plan to include directors of Nelnet Bank Inc. and its successors, and supported, on an advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement.
Positive
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Negative
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8-K Event Classification
2 items: 5.07, 9.01
2 items
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Farrell director votes for: 119,552,837 votes
Graff director votes for: 123,079,587 votes
Henning director votes for: 123,276,581 votes
+3 more
6 metrics
Farrell director votes for
119,552,837 votes
Election of Kathleen A. Farrell as Class III director
Graff director votes for
123,079,587 votes
Election of David S. Graff as Class III director
Henning director votes for
123,276,581 votes
Election of Thomas E. Henning as Class III director
KPMG ratification votes for
125,269,425 votes
Ratification of KPMG LLP as auditor for year ending Dec. 31, 2026
Plan amendment votes for
123,605,335 votes
Approval of amendments to Directors Stock Compensation Plan
Say-on-pay votes for
123,485,112 votes
Advisory vote approving named executive officer compensation
Key Terms
independent registered public accounting firm, Directors Stock Compensation Plan, advisory vote on executive compensation, broker non-votes, +1 more
5 terms
independent registered public accounting firm financial
"ratified the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026"
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.
Directors Stock Compensation Plan financial
"approved amendments to the Directors Stock Compensation Plan to allow directors of Nelnet Bank Inc."
advisory vote on executive compensation financial
"Proposal 4: Advisory vote on executive compensation. Our shareholders approved, by an advisory vote, the compensation"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 123,485,112 | 184,566 | 32,879 | 1,665,285"
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.
Inline XBRL technical
"Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
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)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code (402 ) 458-2370
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:
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | 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 (§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.
Nelnet, Inc. (the "Company") held its 2026 annual meeting of shareholders on May 14, 2026. At the meeting, the following proposals were submitted to a vote of our shareholders, with the voting results indicated below:
Proposal 1: Election of Directors. Our shareholders elected the following three Class III directors to hold office until the 2029 annual meeting of shareholders and until their successors have been duly elected or appointed.
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Kathleen A. Farrell | 119,552,837 | 4,143,228 | 6,492 | 1,665,285 | |||||||||||||||||||
| David S. Graff | 123,079,587 | 615,710 | 7,260 | 1,665,285 | |||||||||||||||||||
| Thomas E. Henning | 123,276,581 | 418,684 | 7,292 | 1,665,285 | |||||||||||||||||||
Proposal 2: Ratification of the appointment of KPMG LLP. Our shareholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 125,269,425 | 79,209 | 19,208 | — | |||||||||||||||||
Proposal 3: Approval of amendments to the Directors Stock Compensation Plan. Our shareholders approved amendments to the Directors Stock Compensation Plan to allow directors of Nelnet Bank Inc. and it successors to participate in the plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 123,605,335 | 67,904 | 29,318 | 1,665,285 | |||||||||||||||||
Proposal 4: Advisory vote on executive compensation. Our shareholders approved, by an advisory vote, the compensation of our named executive officers as disclosed in the proxy statement for the annual meeting.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 123,485,112 | 184,566 | 32,879 | 1,665,285 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
Exhibit No. | Description | |||||||
| 10.1 | Nelnet, Inc. Directors Stock Compensation Plan, as amended through May 14, 2026. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101). | |||||||
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.
NELNET, INC.
Date: May 18, 2026 By: /s/ JAMES D. KRUGER
Name: James D. Kruger
Title: Chief Financial Officer
FAQ
Which directors were elected at Nelnet (NNI)’s 2026 annual meeting?
Shareholders elected Kathleen A. Farrell, David S. Graff, and Thomas E. Henning as Class III directors. Each will serve until the 2029 annual meeting of shareholders and until their successors are duly elected or appointed, according to the disclosed voting results.
What change was made to Nelnet’s Directors Stock Compensation Plan?
Shareholders approved amendments to the Directors Stock Compensation Plan allowing directors of Nelnet Bank Inc. and its successors to participate. The proposal received 123,605,335 votes for, 67,904 against, and 29,318 abstentions, along with 1,665,285 broker non-votes reported.