Optical Cable (NASDAQ: OCC) holders back board, auditor and pay package

Rhea-AI Filing Summary

Optical Cable Corporation reported results from its March 31, 2026 annual shareholder meeting. Shareholders elected five directors to serve until the next annual meeting, with votes for each nominee ranging from 3,641,981 to 3,959,875 common share votes.

Shareholders also ratified Crowe LLP as the independent registered public accounting firm, with 5,833,425 votes for, 51,689 against and 152,962 abstentions. In addition, on a non-binding advisory basis, shareholders approved the compensation of the company’s named executive officers, with 4,759,641 votes for, 86,187 against, 19,163 abstentions and 1,173,085 broker non-votes.

Following the formal meeting, Chairman, President and CEO Neil D. Wilkin, Jr. provided a brief company presentation. The key materials from this presentation were furnished, not filed, as Exhibit 99.1 under a Regulation FD disclosure.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Neil D. Wilkin, Jr.: 3,995,746 votes Votes for Craig H. Weber: 3,959,875 votes Votes for auditor ratification: 5,833,425 votes for +3 more

6 metrics

Votes for Neil D. Wilkin, Jr. 3,995,746 votes Election of directors at March 31, 2026 annual meeting

Votes for Craig H. Weber 3,959,875 votes Election of directors at March 31, 2026 annual meeting

Votes for auditor ratification 5,833,425 votes for Ratification of Crowe LLP as independent registered public accounting firm

Votes against auditor ratification 51,689 votes against Ratification of Crowe LLP as independent registered public accounting firm

Votes for executive compensation 4,759,641 votes for Non-binding advisory vote on named executive officer compensation

Broker non-votes on compensation 1,173,085 broker non-votes Non-binding advisory vote on named executive officer compensation

Key Terms

non-binding advisory basis, independent registered public accounting firm, Regulation FD Disclosure, broker non-votes, +1 more

5 terms

non-binding advisory basis financial

"approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"ratifying the appointment of Crowe LLP as the independent registered public accounting firm for OCC"

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.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure."

broker non-votes financial

"Number of Common Share Broker Non-Votes | 1,173,085"

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.

furnished regulatory

"The following is furnished as an Exhibit to this Report."

Understanding 8-K Material Events →

false 0001000230 0001000230 2026-03-31 2026-03-31

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): March 31, 2026

OPTICAL CABLE CORPORATION

(Exact name of registrant as specified in its charter)

Virginia		000-27022		54-1237042
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)
5290 Concourse Drive Roanoke, VA				24019
(Address of principal executive offices)				(Zip Code)

(540) 265-0690

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of exchange on which registered
Common Stock, no par value	OCC	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12B-2 of the Securities Exchange Act of 1934.

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. ☐

Table of Contents

Item 5.07 Submission of Matters to a Vote of Security Holders.	2
Item 7.01 Regulation FD Disclosure.	3
Item 9.01 Financial Statement and Exhibits.	3
Signatures	4
Exhibits	5

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 31, 2026, Optical Cable Corporation (“OCC” or the “Company”) held its annual meeting of shareholders at Green Ridge Recreation Center, 7415 Wood Haven Road, Roanoke, Virginia for the purposes of (1) electing five directors from the slate of directors nominated in accordance with OCC’s bylaws to serve until the next annual meeting of shareholders, (2) ratifying the appointment of Crowe LLP as the independent registered public accounting firm for OCC and (3) approving, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

1. Election of Directors. Each of the following directors were elected to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. The vote regarding such directors was as follows:

Directors	Common Share Votes For		Common Share Votes Withheld
Neil D. Wilkin, Jr.	3,995,746		869,245
Randall H. Frazier	3,641,981		1,223,010
John M. Holland	3,670,892		1,194,099
John A. Nygren	3,706,878		1,158,113
Craig H. Weber	3,959,875		905,116

2. Ratification of Crowe LLP. Crowe LLP was ratified as the independent registered public accounting firm for OCC. The vote regarding the ratification was as follows:

Number of Common Share Votes For	5,833,425
Number of Common Share Votes Against	51,689
Number of Common Share Votes Abstain	152,962

3. Approval, on a non-binding advisory basis, of the compensation to the Company’s named executive officers. The compensation of the Company’s named executive officers was approved on a non-binding advisory basis. The vote regarding the approval was as follows:

Number of Common Share Votes For	4,759,641
Number of Common Share Votes Against	86,187
Number of Common Share Votes Abstain	19,163
Number of Common Share Broker Non-Votes	1,173,085

No other matters were voted upon at the annual meeting of shareholders.

2

Item 7.01 Regulation FD Disclosure.

On March 31, 2026, following the formal portion of the shareholder meeting, Mr. Neil Wilkin, Chairman of the Board, President and CEO, provided a brief presentation on the Company. The material portions of the presentation are attached hereto as Exhibit 99.1.

The information in the preceding paragraph, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references Section 7.01 of this Current Report on Form 8-K. All information in Exhibit 99.1 speaks as of the date thereof and the Company does not assume any obligation to update said information in the future. In addition, the Company disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 7.01 of this report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following is furnished as an Exhibit to this Report.

Exhibit No.		Description of Exhibit
99.1		Presentation Materials from Shareholder Meeting on March 31, 2026. (FURNISHED HEREWITH)
104		Cover page Interactive Data File (embedded within the inline XBRL document)

3

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.

OPTICAL CABLE CORPORATION
By:		/s/ TRACY G. SMITH
Name:		Tracy G. Smith
Title:		Executive Vice President and Chief Financial Officer

Dated: April 1, 2026

4

EXHIBIT INDEX

OPTICAL CABLE CORPORATION

Current report on Form 8-K

Exhibit No.		Description of Exhibit
99.1		Presentation Materials from Shareholder Meeting on March 31, 2026. (FURNISHED HEREWITH)
104		Cover page Interactive Data File (embedded within the inline XBRL document)

5

Exhibit 99.1

FAQ

What did Optical Cable Corporation (OCC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing five directors, ratifying Crowe LLP as independent registered public accounting firm, and approving, on a non-binding advisory basis, the compensation of OCC’s named executive officers. No other matters were voted upon at the meeting.

Were Optical Cable Corporation’s director nominees elected at the March 31, 2026 meeting?

Yes. All five nominees—Neil D. Wilkin, Jr., Randall H. Frazier, John M. Holland, John A. Nygren and Craig H. Weber—were elected to serve until the next annual meeting, receiving between 3,641,981 and 3,959,875 common share votes in favor.

Did Optical Cable Corporation (OCC) shareholders ratify Crowe LLP as auditor?

Yes. Shareholders ratified Crowe LLP as OCC’s independent registered public accounting firm with 5,833,425 votes for, 51,689 votes against and 152,962 votes abstaining, confirming Crowe LLP’s appointment for the company’s audit responsibilities.

How did Optical Cable Corporation shareholders vote on executive compensation in 2026?

On a non-binding advisory basis, shareholders approved the compensation of OCC’s named executive officers. The vote totaled 4,759,641 common share votes for, 86,187 against, 19,163 abstentions and 1,173,085 broker non-votes, indicating support for the company’s executive pay program.

What is Exhibit 99.1 in Optical Cable Corporation’s March 31, 2026 8-K filing?

Exhibit 99.1 consists of presentation materials from the March 31, 2026 shareholder meeting. It includes the key portions of a brief presentation about the company given by Chairman, President and CEO Neil D. Wilkin, Jr. after the formal meeting segment.

Is Optical Cable Corporation’s Exhibit 99.1 considered filed or furnished information?

Exhibit 99.1 and the related Regulation FD disclosure are expressly treated as furnished, not filed, for purposes of Section 18 of the Exchange Act. They are not subject to Section 18 liabilities unless specifically incorporated by reference into another filing.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 14.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB