Shareholders back PureCycle (NASDAQ: PCT) directors, auditor and executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PureCycle Technologies, Inc. reported the results of its annual meeting of shareholders held on May 7, 2026. Shareholders elected nine directors to serve until the next annual meeting, with each nominee receiving a strong majority of votes cast.

Shareholders also ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 127,904,943 votes for and 406,709 against. In addition, on an advisory basis, shareholders approved the company’s named executive officer compensation, with 75,421,353 votes for and 12,538,570 against.

8-K Event Classification

2 items: 5.07, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Valerie Mars votes for: 87,929,314 votes Grant Thornton ratification votes for: 127,904,943 votes Auditor ratification votes against: 406,709 votes +3 more

6 metrics

Valerie Mars votes for 87,929,314 votes Director election at annual meeting

Grant Thornton ratification votes for 127,904,943 votes Auditor ratification for fiscal year ending December 31, 2026

Auditor ratification votes against 406,709 votes Grant Thornton LLP ratification

Say-on-pay votes for 75,421,353 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 12,538,570 votes Advisory approval of named executive officer compensation

Broker non-votes on say-on-pay 40,253,395 votes Advisory compensation proposal

Key Terms

broker non vote, named executive officer compensation, independent registered public accounting firm, emerging growth company

4 terms

broker non vote financial

"Abstain | | Broker Non Vote 75,421,353 | | 12,538,570 | | 294,491 | | 40,253,395"

When a broker holds shares for a client but does not have the client’s instructions to vote on a particular corporate matter, the broker often cannot cast a ballot; this is called a broker non-vote. It matters to investors because those uncast votes can change whether proposals pass, especially on important governance or merger issues, so active voting by investors can directly influence company decisions like a missing voice in a group vote.

named executive officer compensation financial

"Proposal 3 – Approve, on an advisory basis, the Company’s named executive officer compensation."

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

independent registered public accounting firm financial

"Ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."

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.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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.

Understanding 8-K Material Events →

05/11/2026 - 08:30 AM

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 7, 2026

    

PureCycle Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40234	86-2293091
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 North Orange Avenue, Suite 106
Orlando, Florida		32801
(Address of principal executive offices)		(Zip Code)

     Registrant’s telephone number, including area code: 877 648-3565

    

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, par value $0.001 per share	PCT	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share	PCTTW	The Nasdaq Stock Market LLC
Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant	PCTTU	The Nasdaq Stock Market LLC

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.

PureCycle Technologies, Inc.’s (“Company”) held its Annual Meeting of Shareholders on Thursday, May 7, 2026, during which the following matters were submitted to a vote of the shareholders, with voting results listed below. The proposals related to each matter are described in detail in the Company’s definitive proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on March 27, 2026.

Proposal 1 – Elect nine (9) Company directors to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified.


Name of Nominee	Votes For	Votes Against	Abstain	Broker Non Vote
Steven Bouck	87,560,715	614,288	79,411	40,253,395
Tanya Burnell	77,585,103	10,602,682	66,629	40,253,395
Daniel Coombs	87,729,665	454,876	69,873	40,253,395
Daniel Gibson	87,838,979	367,033	48,402	40,253,395
Allen Jacoby	86,448,055	1,715,334	91,025	40,253,395
Siri Jirapongphan	87,889,830	271,265	93,319	40,253,395
Valerie Mars	87,929,314	254,564	70,536	40,253,395
Fernando Musa	77,113,855	11,052,132	88,427	40,253,395
Dustin Olson	77,560,088	10,642,056	52,270	40,253,395

Proposal 2 – Ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.


Votes For	Votes Against	Abstain	Broker Non Vote
127,904,943	406,709	196,157	0

Proposal 3 – Approve, on an advisory basis, the Company’s named executive officer compensation.


Votes For	Votes Against	Abstain	Broker Non Vote
75,421,353	12,538,570	294,491	40,253,395

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Set forth below is a list of Exhibits included as part of this Current Report.


Exhibit Number	Description of Exhibit
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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.


			PureCycle Technologies, Inc.

Date:	May 11, 2026	By:	/s/ Brad Kalter
			Brad Kalter, General Counsel & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did PureCycle (PCT) shareholders approve at the 2026 annual meeting?

Shareholders approved all key items: election of nine directors, ratification of Grant Thornton LLP as auditor for 2026, and advisory approval of named executive officer compensation. Each proposal received strong support based on the reported vote totals.

How did PureCycle (PCT) shareholders vote on director elections in 2026?

All nine director nominees were elected with clear majorities. For example, Valerie Mars received 87,929,314 votes for and 254,564 against, while Daniel Coombs received 87,729,665 votes for and 454,876 against, indicating broad support for the board slate.

Which audit firm did PureCycle (PCT) shareholders ratify for fiscal 2026?

Shareholders ratified Grant Thornton LLP as PureCycle’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 127,904,943 votes for, 406,709 votes against, and 196,157 abstentions, with no broker non-votes reported.

Was PureCycle (PCT) executive compensation approved by shareholders in 2026?

Yes. On an advisory “say-on-pay” basis, shareholders approved PureCycle’s named executive officer compensation. The vote totaled 75,421,353 shares for, 12,538,570 against, and 294,491 abstentions, with 40,253,395 broker non-votes recorded on the proposal.

What are broker non-votes in the PureCycle (PCT) voting results?

Broker non-votes represent shares held by brokers that were not voted on certain proposals. For director elections and the advisory compensation vote, 40,253,395 broker non-votes were reported, indicating shares present for quorum but not voting on those specific items.

Filing Exhibits & Attachments

1 document