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Octave Specialty Group (NYSE: OSG) investors approve directors, pay and 2026 incentive plan

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

Rhea-AI Filing Summary

Octave Specialty Group, Inc. held its annual meeting of stockholders on May 28, 2026, with 36,679,356 shares represented, about 81% of the 45,013,592 common shares entitled to vote. Stockholders elected seven directors to terms expiring at the 2027 annual meeting. They also approved, on an advisory basis, the compensation of named executive officers, ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, and approved the Company’s 2026 Incentive Compensation Plan.

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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.
Shares represented 36,679,356 shares At the May 28, 2026 annual meeting
Shares outstanding entitled to vote 45,013,592 shares Common stock outstanding and entitled to vote at meeting
Say-on-pay votes for 19,180,354 votes Advisory approval of named executive officer compensation
Incentive Plan votes for 17,334,060 votes Approval of 2026 Incentive Compensation Plan
Auditor ratification votes for 34,213,342 votes Ratification of Ernst & Young LLP for year ending Dec 31, 2026
Highest director support 25,009,903 votes for Votes for director nominee Kristi A. Matus
broker non-votes financial
"Number of Votes Abstained | Broker Non-Votes Ian D. Haft ... | 7,488,031"
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.
advisory (non-binding) vote financial
"stockholders approved, by advisory (non-binding) vote, the compensation of our named executive officers"
independent registered public accounting firm financial
"ratified the selection of Ernst & Young LLP as the 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.
2026 Incentive Compensation Plan financial
"stockholders approved the Company's 2026 Incentive Compensation Plan, as disclosed in the Company’s 2026 Proxy Statement"
Inline XBRL technical
"its XBRL tags are embedded within the Inline XBRL document"
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.
Understanding 8-K Material Events →
May 28, 20260000874501FALSE00008745012026-05-282026-05-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 28, 2026
Octave Specialty Group, Inc.
(Exact name of Registrant as specified in its charter)

Delaware1-1077713-3621676
(State of incorporation)(Commission
file number)		(I.R.S. employer
identification no.)
40 Wall StreetNew YorkNY10005
(Address of principal executive offices)
(212)
658-7470
(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:
☐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-4c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $0.01 per shareOSGNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 Stockholders of Octave Specialty Group, Inc. (the “Company”) was held on May 28, 2026. Represented at the meeting were 36,679,356 shares, or approximately 81% of the Company’s 45,013,592 shares of common stock outstanding and entitled to vote at the meeting. Set forth below are the final voting results for the actions taken by the stockholders at the meeting.
1.The Company’s stockholders elected the seven (7) director nominees named below to a term expiring at the 2027 annual meeting or until their successors are elected and qualified, with each receiving the following votes:
Name
Number of
Votes For
Number of
Votes Against
Number of
Votes Abstained
Broker
Non-Votes
Ian D. Haft24,999,9954,156,75934,5717,488,031
Lisa G. Iglesias24,857,6294,301,16532,5317,488,031
Joan Lamm-Tennant22,694,1986,460,99636,1317,488,031
Claude LeBlanc24,992,9464,184,14414,2357,488,031
Kristi A. Matus25,009,9034,149,19132,2317,488,031
Michael D. Price22,769,5836,389,65432,0887,488,031
Jeffrey S. Stein24,783,2134,188,459219,6537,488,031
2.The Company’s stockholders approved, by advisory (non-binding) vote, the compensation of our named executive officers, as disclosed in the Company’s 2026 Proxy Statement, with the following vote:
Number of
Votes For
Number of
Votes Against
Number of
Votes Abstained
Broker
Non-Votes
19,180,3548,212,1271,798,8447,488,031
3.The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026 with the following vote:
Number of Votes For
Number of Votes Against
Number of Votes Abstained
34,213,342136,1262,329,888
4.The Company’s stockholders approved the Company's 2026 Incentive Compensation Plan, as disclosed in the Company’s 2026 Proxy Statement, with the following vote:
Number of
Votes For
Number of
Votes Against
Number of
Votes Abstained
Broker
Non-Votes
17,334,06010,059,3801,797,8857,488,031
1

EXHIBIT INDEX
Exhibit
NumberExhibit Description
101.INS
XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
104
Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags or embedded within the Inline XBRL document
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.
Octave Specialty Group, Inc.
(Registrant)
Dated:May 29, 2026By:
/s/ Reid Powell
Reid Powell
Corporate Secretary and Assistant General Counsel
2

Source: View Original Filing on SEC EDGAR

FAQ

What was approved at Octave Specialty Group (OSG) 2026 annual meeting?

Stockholders elected seven directors, approved executive compensation on an advisory basis, ratified Ernst & Young LLP as auditor, and approved the 2026 Incentive Compensation Plan. All proposals received more votes in favor than against, indicating broad support for management’s recommendations.

How many Octave Specialty Group (OSG) shares were represented at the 2026 meeting?

There were 36,679,356 shares represented, which was approximately 81% of the 45,013,592 shares of common stock outstanding and entitled to vote. This level of participation reflects a strong quorum for conducting official corporate business and voting on proposals.

Were all director nominees elected at Octave Specialty Group (OSG)?

Yes, all seven director nominees were elected to serve until the 2027 annual meeting or until their successors are elected and qualified. Each nominee, including Ian D. Haft and Claude LeBlanc, received more votes “for” than “against,” plus additional broker non-votes.

Did Octave Specialty Group (OSG) stockholders approve say-on-pay in 2026?

Yes, stockholders approved the advisory vote on named executive officer compensation, with 19,180,354 votes for, 8,212,127 against, and 1,798,844 abstentions, plus broker non-votes. This supports the pay practices described in the 2026 Proxy Statement.

Who is Octave Specialty Group’s (OSG) independent auditor for 2026?

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 34,213,342 for, 136,126 against, and 2,329,888 abstentions, indicating strong shareholder support.

Was Octave Specialty Group (OSG) 2026 Incentive Compensation Plan approved?

Yes, the 2026 Incentive Compensation Plan was approved with 17,334,060 votes for, 10,059,380 against, and 1,797,885 abstentions, plus broker non-votes. This approval authorizes the company’s new incentive compensation framework as described in the 2026 Proxy Statement.

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