[8-K] PHIBRO ANIMAL HEALTH CORP Reports Material Event

Rhea-AI Filing Summary

Phibro Animal Health (PAHC) furnished a press release announcing operating results for the fiscal quarter ended September 30, 2025 and financial guidance for the fiscal year ending June 30, 2026 as Exhibit 99.1.

At the November 4, 2025 annual meeting, holders representing 97.3% of voting power were present, including 14,543,375 Class A shares and 20,166,034 Class B shares as of the September 12, 2025 record date. All three director nominees were elected. The advisory vote on executive compensation passed with 213,516,403 votes for, 1,184,154 against, and 20,495 abstentions, with 1,482,663 broker non-votes. Stockholders advised a three-year frequency for future say‑on‑pay votes, with 202,618,936 votes for three years. The selection of PwC as independent auditor for fiscal 2026 was ratified with 214,368,092 votes for, 1,824,908 against, and 10,713 abstentions; there were no broker non‑votes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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): November 5, 2025 (November 4, 2025)

Phibro Animal Health Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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Delaware		001-36410		13-1840497
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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Glenpointe Centre East, 3rd Floor

300 Frank W. Burr Boulevard, Suite 21

Teaneck, New Jersey 07666-6712

(Address of Principal Executive Offices, including Zip Code)

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(201) 329-7300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	​	PAHC	​	NASDAQ Stock Market

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Check the appropriate box below if this 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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. ☐

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ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 5, 2025, Phibro Animal Health Corporation issued a press release announcing its operating results for the fiscal quarter ended September 30, 2025 and its financial guidance for the fiscal year ending June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this report, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On November 4, 2025, the Corporation held its annual meeting of stockholders (the “Meeting”). Present at the Meeting in person or by proxy were holders of 14,543,375 shares of Class A common stock of the Corporation and 20,166,034 shares of Class B common stock of the Corporation, which together represent 97.3% of the voting power of all shares of common stock of the Corporation as of September 12, 2025, the record date for the Meeting, and constituting a quorum for the transaction of business at the Meeting.

The stockholders of the Corporation voted on the following items at the Meeting:

1. To elect three Class III Directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

2. To approve, on an advisory basis, the compensation of our named executive officers;

3. To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; and

4. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending June 30, 2026.

For more information about the foregoing proposals, see the Corporation’s 2025 Proxy Statement.

Holders of the shares of Class A common stock are entitled to one vote per share and holders of the shares of Class B common stock are entitled to ten votes per share. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Meeting.

The voting results for each of these proposals are detailed below.

1. Election of Class III Directors

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Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Jack C. Bendheim	207,953,285	6,767,771	1,482,659
Alejandro Bernal	208,667,720	6,053,336	1,482,659
E. Thomas Corcoran	206,223,871	8,497,185	1,482,659

Based on the votes set forth above, each director nominee was duly elected to serve until the 2028 annual meeting of stockholders and until his or her successor is duly elected and qualified.

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2. Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers

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Votes For		Votes Against		Abstained		Broker Non-Votes
213,516,403		1,184,154		20,495		1,482,663
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Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation of our named executive officers.

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3. Approval, on an Advisory Basis, of the Frequency of Future Stockholders Votes on the compensation of our named executive officers

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Every 1 Year		Every 2 Year	Every 3 Year		Abstained		Broker Non-Votes
12,065,906		16,201	202,618,936		20,012		1,482,660

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Based on the votes set forth above, the stockholders advised that they were in favor of three years as the frequency of holding a non-binding advisory vote on named executive officer compensation.

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4. Ratification of the Selection of PwC as Independent Registered Public Accounting Firm

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Votes For	Votes Against	Abstained
214,368,092	1,824,908	10,713

There were no broker non-votes on this proposal.

Based on the votes set forth above, the stockholders ratified the selection of PwC as the Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2026.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated November 5, 2025.
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104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 thereunto duly authorized.

​	PHIBRO ANIMAL HEALTH CORPORATION Registrant
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Date: November 5, 2025	​
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​	By:	/s/ Judith Weinstein
​	Name:	Judith Weinstein
​	Title:	Senior Vice President, General Counsel and Corporate Secretary

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