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0000080172
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2026-05-19
2026-05-19
--12-31
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 19, 2026
NATIONAL PRESTO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Wisconsin
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1-2451
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39-0494170
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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3925 North Hastings Way
Eau Claire, Wisconsin 54703-3703
(Address of Principal Executive Offices) (Zip Code)
(715) 839-2121
(Registrant’s telephone number, including area code)
N/A
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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Common stock, par value 1.00 per share
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NPK
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New York Stock Exchange
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 19, 2026, the Board of Directors (the “Board”) of National Presto Industries, Inc. (the “Company”) approved amendments to the Company’s by-laws. The By-Laws as amended and restated as of May 19, 2026 (the “By-Laws”) became effective immediately upon adoption. The amendments:
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revise the advance notice provisions in Section 2.13, including to add (i) enhanced information requirements and representations for stockholders proposing business and/or director nominations and (ii) address matters relating to the SEC’s universal proxy rules under Rule 14a-19;
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permit the Company to hold meetings of stockholders by remote communication;
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permit the Board to adopt, or the chair of any meeting of stockholders to prescribe, rules and regulations for the conduct of the meetings of stockholders; and
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make certain other ministerial, modernizing and conforming changes.
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The foregoing description of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 19, 2026, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders voted on the 3 proposals set forth below, each of which is described in greater detail in the Company’s Proxy Statement. The final voting results for each proposal are set forth below. A press release regarding the outcome of the votes of stockholders is attached hereto as Exhibit 99.1.
Proposal 1 - Election of directors
Stockholders re-elected Randy F. Lieble and Joseph G. Stienessen as directors of the Company, each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The voting results with respect to this proposal were as follows:
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Name
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For
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Withheld
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Broker Non-Votes
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Randy F. Lieble
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4,748,721
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857,441
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495,307
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Joseph G. Stienessen
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3,769,951
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1,836,211
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495,307
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Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of RSM US LLP as the independent registered public accounting firm of the Company for fiscal year ending December 31, 2026. The voting results with respect to this proposal 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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6,093,675
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4,585
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3,209
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0
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Proposal 3 – Advisory (Non-Binding) Vote on Executive Compensation
Stockholders approved, on a non-binding advisory basis, the compensation of our named executive officers. The voting results with respect to this proposal 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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5,464,831
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131,988
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9,343
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495,307
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Item 8.01 Other Events.
As previously reported on a Current Report on Form 8-K filed on March 4, 2026, the Company announced that Jeff Morgan would retire as Vice President of Engineering as of April 30, 2026. On May 19, 2026, the Company appointed Shane A. Straw, Sr., 55, as its new Vice President of Engineering effective May 19, 2026.
On May 19, 2026, the Board adopted certain modifications to the Company’s policy on insider trading. A copy of the Policy Statement Regarding Insider Trading is attached as Exhibit 19.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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3.1
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By-Laws of National Presto Industries, Inc. as amended and restated May 19, 2026
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19.1
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Policy Statement Regarding Insider Trading (updated May 2026)
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99.1
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Press release dated May 20, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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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NATIONAL PRESTO INDUSTRIES, INC.
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Date: May 21, 2026
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By:
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/s/ Maryjo Cohen
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Maryjo Cohen
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President and Chief Executive Officer
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Exhibit 99.1
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NEWS RELEASE
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CONTACT: David Peuse
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FOR IMMEDIATE RELEASE
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(715) 839-2146
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NATIONAL PRESTO INDUSTRIES, INC. ANNOUNCES ELECTION OF DIRECTORS AT ITS ANNUAL STOCKHOLDER MEETING AND THE BOARD’S ELECTION OF SHANE STRAW AS ITS VICE PRESIDENT OF ENGINEERING
Eau Claire, Wisconsin (May 20, 2026) – The stockholders of National Presto Industries, Inc. (NYSE: NPK) re-elected Randy F. Lieble and Joseph G. Stienessen to new three-year terms as directors at the May 19, 2026, annual stockholders meeting. The stockholders also ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026, and in a non-binding vote, the stockholders approved the compensation of the Company’s named executive officers. During the meeting, Maryjo Cohen, President and CEO, revealed a change in strategy with respect to its sourcing of Housewares/Small Electric appliances. Rather than attempting to move all products from China to other countries, the segment would instead focus on the placement of new products in other jurisdictions. Finally, during the meeting, new Safety and Housewares segment products were introduced to the stockholders. Both sets of products are described below.
During the Board meeting, the directors elected Shane Straw, Sr. as the Vice President of Engineering. Mr. Straw had been the Housewares/Small Appliance segment’s Director of Engineering since July 2025. Prior to joining Presto, he was the Executive Director of Engineering at Springs Windows Fashion in Madison, WI, and successively at Lippert Automotive in Eau Claire, WI, Director – Engineering and Supplier Quality, Director – Manufacturing Engineering and Quality, Director – Engineering and Testing, Director of Production. In commenting on Mr. Straw’s new position, Ms. Cohen stated, “Shane Straw’s background in all aspects of consumer products including innovation, quality control, manufacturing, and sourcing make him the ideal candidate for his new role. Presto is fortunate to have him on our team.”
The Safety segment displayed the ten Rely FX™ fire extinguishers and four heavy-duty brackets officially announced on May 1. Eight of the ten extinguishers are dry chemical extinguishers in sizes ranging from four to twenty pounds, all of which are made in the U.S.A. The dry chemical extinguishers use an aluminum cylinder instead of the traditional steel, providing a corrosion-resistant shell that does not rust. Features include a reduced maintenance schedule and extra firefighting capability, e.g., a 20-pound unit has the same rating as a traditional 30-pound extinguisher. In addition to the dry chemical units, the line includes a water/loaded stream unit and one unit that is the first UL listed extinguisher that incorporates a Fluorine-free foam. Foam extinguishers are the preferred method of putting out liquid fuel fires. Fluorine foams have been banned in many jurisdictions due to health and environmental concerns related to per- and polyfluoroalkyl substances (PFAS). There are two brackets for 20-pound extinguishers and one each for the four-pound and ten-pound units. Each is heavy duty. The units have been submitted for Mil-Spec approval, surviving shock and vibration impacts up to 200g forces.
The Housewares/Small Appliance products shown included 16- and 23-quart digital pressure canners and a 30-quart boiling water bath canner that doubles as a stock pot for steaming vegetables and seafood and keeping beverages warm. Each product simplifies and largely automates the canning process, so USDA Safe Canning Guidelines are met. Finally, the segment’s restyled HeatDish® Plus parabolic heater was shown. Like its predecessors, the heater uses 1/3 the energy yet provides heat that feels three times as warm as a standard 1500-watt heater.
National Presto Industries, Inc. operates in three business segments. The Housewares/Small Appliance segment designs and sells small household appliances and pressure cookers under the PRESTO® brand name. The segment is recognized as an innovator of new products. The Defense segment manufactures a variety of products, including medium caliber training and tactical ammunition, energetic ordnance items, fuzes, cartridge cases, and metal parts. The Safety segment offers smoke and carbon monoxide alarms and commercial fire extinguishers.
This release contains “forward looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that are subject to certain risks and uncertainties, as well as assumptions, which could cause actual results to differ materially from historical results and those presently anticipated or projected. In addition to the factors discussed above, other important risk factors are delineated in the Company’s various SEC filings.