STOCK TITAN

Onity Group (NYSE: ONIT) holders back board, auditor and executive pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Onity Group Inc. reported results from its Annual Meeting of Shareholders held on May 19, 2026. Shareholders elected all seven director nominees to one-year terms, with votes for individual nominees ranging from 4.24 million to 4.81 million, plus 2.04 million broker non-votes on each seat.

Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 6,565,885 votes for, 233,206 against, and 125,092 abstentions. In an advisory vote, shareholders approved the compensation of named executive officers, with 4,073,376 votes for, 587,124 against, 220,071 abstentions, and 2,043,612 broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Votes for Dawn C. Morris 4,814,293 votes Director election at 2026 annual meeting
Broker non-votes on directors 2,043,612 votes Each director election at 2026 annual meeting
Auditor ratification votes for 6,565,885 votes Deloitte & Touche LLP for fiscal year ending Dec. 31, 2026
Auditor ratification votes against 233,206 votes Deloitte & Touche LLP ratification proposal
Say-on-pay votes for 4,073,376 votes Advisory vote on named executive officer compensation
Say-on-pay votes against 587,124 votes Advisory vote on named executive officer compensation
Say-on-pay abstentions 220,071 votes Advisory vote on named executive officer compensation
broker non-votes financial
"Broker Non-Votes | | | 2,043,612"
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.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s 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.
advisory vote financial
"Advisory Vote on Named Executive Officer Compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
named executive officers financial
"the compensation of the Company’s named executive officers"
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.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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

 

ONITY GROUP INC.

(Exact name of registrant as specified in its charter)

 

Florida   1-13219   65-0039856
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (561) 682-8000

 

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, $0.01 Par Value   ONIT   New York Stock Exchange (NYSE)

 

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 Company held its Annual Meeting of Shareholders on May 19, 2026. Shareholders voted on the three proposals set forth below, which are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 14, 2026.

 

Proposal One: Election of Directors

 

The Company’s shareholders elected the following nominees for director to serve for one-year terms or until their successors shall be elected and qualified based upon the following votes:

 

Nominee  For   Withheld   Broker Non-Votes 
Glen A. Messina   4,748,646    131,925    2,043,612 
Alan J. Bowers   4,800,471    80,100    2,043,612 
Jacques J. Busquet   4,243,289    637,282    2,043,612 
Claudia J. Merkle   4,359,339    521,232    2,043,612 
Dawn C. Morris   4,814,293    66,278    2,043,612 
Kevin Stein   4,365,426    515,145    2,043,612 
Robert S. Welborn III   4,813,498    67,073    2,043,612 

 

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

 

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 based upon the following votes:

 

For   6,565,885 
Against   233,206 
Abstain   125,092 

 

Proposal Three: Advisory Vote on Named Executive Officer Compensation

 

The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers based upon the following votes:

 

For   4,073,376 
Against   587,124 
Abstain   220,071 
Broker Non-Votes   2,043,612 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Description
     
104   Cover Page Interactive Data File formatted in online XBRL (included as Exhibit 101)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  ONITY GROUP INC.
  (Registrant)
     
Date: May 19, 2026 By: /s/ Joseph J. Samarias
    Joseph J. Samarias
    Chief Legal Officer

 

 

 

FAQ

What did Onity Group (ONIT) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three main items: electing seven directors for one-year terms, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving, on an advisory basis, compensation for the company’s named executive officers, all of which received shareholder approval.

Were all Onity Group (ONIT) director nominees elected at the 2026 annual meeting?

Yes, all seven director nominees were elected. Support ranged from 4,243,289 votes for Jacques J. Busquet to 4,814,293 votes for Dawn C. Morris, with each nominee also showing 2,043,612 broker non-votes recorded in the director election voting results table.

Did Onity Group (ONIT) shareholders ratify Deloitte & Touche as auditor for 2026?

Shareholders ratified Deloitte & Touche LLP as Onity Group’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 6,565,885 votes for, 233,206 against, and 125,092 abstentions recorded in the auditor ratification proposal results.

How did Onity Group (ONIT) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of Onity Group’s named executive officers on a non-binding advisory basis, with 4,073,376 votes for, 587,124 against, 220,071 abstentions, and 2,043,612 broker non-votes, indicating support for the company’s current executive pay practices as described in its proxy statement.

What were broker non-votes at Onity Group’s 2026 annual meeting?

Broker non-votes represent shares held by brokers that did not receive voting instructions on certain proposals. For director elections and the advisory vote on executive compensation, 2,043,612 broker non-votes were recorded, while no broker non-votes applied to the auditor ratification proposal.

Filing Exhibits & Attachments

3 documents