Northwest Natural (NWN) investors back director slate, pay plan and PwC auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Northwest Natural Holding Company held its Annual Meeting of Shareholders on May 28, 2026. Shareholders elected three Class III directors—David H. Anderson, Peter J. Bragdon, and Nathan I. Partain—to serve until the 2029 Annual Meeting or until their successors are duly elected and qualified.
Anderson received 31,341,086 votes for and 735,755 withheld; Bragdon received 31,678,027 for and 398,814 withheld; Partain received 31,099,946 for and 976,895 withheld, with 4,825,845 broker non-votes for each. Shareholders also approved the non-binding advisory vote on compensation of the Named Executive Officers and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026.
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
Meeting date: May 28, 2026
Anderson votes for: 31,341,086 votes
Bragdon votes for: 31,678,027 votes
+4 more
7 metrics
Meeting date
May 28, 2026
Annual Meeting of Shareholders
Anderson votes for
31,341,086 votes
Election of Class III director David H. Anderson
Bragdon votes for
31,678,027 votes
Election of Class III director Peter J. Bragdon
Partain votes for
31,099,946 votes
Election of Class III director Nathan I. Partain
Broker non-votes per nominee
4,825,845 votes
Director election broker non-votes
Director term end
2029 Annual Meeting
End of Class III directors’ current term
Fiscal year audited
2026
PwC ratified as independent registered public accounting firm
Key Terms
Class III nominees, non-binding advisory vote, Named Executive Officers, independent registered public accounting firm, +1 more
5 terms
Class III nominees financial
"The following three Class III nominees were elected to serve on the Board of Directors"
non-binding advisory vote financial
"The non-binding advisory vote on compensation of the Named Executive Officers was approved."
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Named Executive Officers financial
"The non-binding advisory vote on compensation of the Named Executive Officers was approved."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified."
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.
broker non-votes financial
"Nathan I. Partain | 31,099,946 | 976,895 | 4,825,845"
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.
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)
Commission file number 1-38681
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (503) 226-4211
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 (see General Instruction A.2. below):
| 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)) | |||||
| Registrant | Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||||||||||
| Northwest Natural Holding Company | ||||||||||||||||||||
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. | ||||
The Annual Meeting of Shareholders of Northwest Natural Holding Company (Company) was held on May 28, 2026. At the meeting, shareholders voted on the following items:
Proposal 1: The following three Class III nominees were elected to serve on the Board of Directors until the 2029 Annual Meeting, or until their successors have been duly qualified and elected:
BROKER | ||||||||||||||||||||
| NOMINEE | FOR | WITHHELD | NON-VOTES | |||||||||||||||||
| David H. Anderson | 31,341,086 | 735,755 | 4,825,845 | |||||||||||||||||
| Peter J. Bragdon | 31,678,027 | 398,814 | 4,825,845 | |||||||||||||||||
| Nathan I. Partain | 31,099,946 | 976,895 | 4,825,845 | |||||||||||||||||
Proposal 2: The non-binding advisory vote on compensation of the Named Executive Officers was approved.
FOR 30,964,481 | AGAINST 911,720 | ABSTAIN 200,640 | BROKER NON-VOTES 4,825,845 | |||||||||||||||||
Proposal 3: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified.
FOR 35,733,652 | AGAINST 1,056,147 | ABSTAIN 112,887 | BROKER NON-VOTES N/A | |||||||||||||||||
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.
| NORTHWEST NATURAL HOLDING COMPANY | ||||||||
| (Registrant) | ||||||||
| Dated: June 1, 2026 | /s/ Megan H. Berge | |||||||
| Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||||||||
FAQ
Who was elected to Northwest Natural Holding Company’s Board at the 2026 annual meeting?
Shareholders elected David H. Anderson, Peter J. Bragdon, and Nathan I. Partain as Class III directors. They will serve until the 2029 Annual Meeting, or until their successors are duly qualified and elected, continuing the company’s existing board structure and governance framework.
What were the vote totals for Northwest Natural Holding Company director David H. Anderson in 2026?
David H. Anderson received 31,341,086 votes for election, 735,755 votes withheld, and 4,825,845 broker non-votes. These results show strong shareholder support for his continued service on the Board as a Class III director through the 2029 Annual Meeting.
How many broker non-votes occurred in Northwest Natural Holding Company’s 2026 director elections?
Each of the three Class III director nominees had 4,825,845 broker non-votes recorded. Broker non-votes typically arise when brokers lack discretionary voting authority on certain proposals and customers do not provide specific voting instructions for those shares.