PHINIA (NYSE: PHIN) investors approve directors, pay and auditor

Rhea-AI Filing Summary

PHINIA Inc. reported the results of its 2026 annual meeting of shareholders. Eight director nominees were elected, each receiving over 32.6 million votes in favor, with broker non-votes of 2,011,831 on each director proposal.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 32,277,398 votes for, 807,464 against, and 32,411 abstentions, plus 2,011,831 broker non-votes. In addition, they ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 34,885,528 votes for, 223,126 against, and 20,450 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Highest director votes for: 33,055,782 votes Director with most against votes: 468,870 votes Broker non-votes on director items: 2,011,831 votes +4 more

7 metrics

Highest director votes for 33,055,782 votes Votes for Brady D. Ericson as director at 2026 annual meeting

Director with most against votes 468,870 votes Votes against Roger J. Wood as director

Broker non-votes on director items 2,011,831 votes Broker non-votes for each director election proposal

Say-on-pay votes for 32,277,398 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 807,464 votes Votes against executive compensation advisory proposal

Auditor ratification votes for 34,885,528 votes Ratification of Deloitte & Touche LLP for 2026

Auditor ratification votes against 223,126 votes Votes against Deloitte & Touche LLP appointment

Key Terms

annual meeting of shareholders, broker non-votes, advisory basis, independent registered public accounting firm, +1 more

5 terms

annual meeting of shareholders regulatory

"held its 2026 annual meeting of shareholders (“Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes regulatory

"Abstentions | Broker Non-Votes"

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 basis regulatory

"The shareholders approved, on an advisory basis, the compensation"

independent registered public accounting firm regulatory

"as the Company’s independent registered public accounting firm for 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.

ratification of the appointment regulatory

"approved the ratification of the appointment of Deloitte & Touche LLP"

Understanding 8-K Material Events →

0001968915FALSE00019689152026-05-222026-05-22

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 22, 2026

PHINIA INC.

________________________________________________

(Exact name of registrant as specified in its charter)

Delaware

001-41708

92-2483604

State or other jurisdiction of

Commission File No.

(I.R.S. Employer

Incorporation or organization

Identification No.)

3000 University Drive

Auburn Hills,

Michigan

48326

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (248) 732-1900

(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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 $0.01 per share

PHIN

New York Stock Exchange

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 o

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. o  

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

On May 22, 2026, PHINIA Inc. (the “Company”) held its 2026 annual meeting of shareholders (“Annual Meeting”). The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below.

Proposal 1. The shareholders elected the following eight nominees as directors of the Company to hold office until the next annual meeting of shareholders and until their respective successors are duly elected and qualified. The voting results for the eight nominees are as follows:

Name						For						Against						Abstentions						Broker Non-Votes
Samuel R. Chapin						32,972,408						120,464						24,401						2,011,831
Brady D. Ericson						33,055,782						37,786						23,705						2,011,831
Robin Kendrick						32,963,958						129,810						23,505						2,011,831
Latondra Newton						32,991,999						100,224						25,050						2,011,831
D’aun Norman						32,968,682						124,930						23,661						2,011,831
Meggan M. Walsh						32,971,697						116,091						29,485						2,011,831
Rohan S. Weerasinghe						32,981,288						112,112						23,873						2,011,831
Roger J. Wood						32,624,479						468,870						23,924						2,011,831

Proposal 2. The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results are as follows:

For						Against						Abstentions						Broker Non-Votes
32,277,398						807,464						32,411						2,011,831

Proposal 3. The shareholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026. The voting results are as follows:

For						Against						Abstentions						Broker Non-Votes
34,885,528						223,126						20,450						0

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.

			PHINIA Inc.
Date: May 28, 2026			By:			/s/ Kelly A. Albin
						Name: Kelly A. Albin
						Title: General Counsel, Corporate and Securities, and Assistant Secretary

FAQ

What did PHINIA (PHIN) shareholders decide at the 2026 annual meeting?

Shareholders elected eight directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as 2026 auditor. Each proposal received strong support, with over 32 million votes for directors and key resolutions.

Were all PHINIA (PHIN) director nominees elected at the 2026 meeting?

Yes, all eight director nominees were elected. Each received more than 32.6 million votes in favor, with relatively small numbers of votes against or abstentions and 2,011,831 broker non-votes recorded for each director item.

How did PHINIA (PHIN) shareholders vote on executive compensation?

Shareholders approved the compensation of PHINIA’s named executive officers on an advisory basis, with 32,277,398 votes for, 807,464 against, 32,411 abstentions, and 2,011,831 broker non-votes, indicating clear but not unanimous support for the pay program.

Which audit firm did PHINIA (PHIN) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as PHINIA’s independent registered public accounting firm for 2026. The auditor proposal received 34,885,528 votes for, 223,126 against, and 20,450 abstentions, with no broker non-votes reported.

How many broker non-votes occurred on PHINIA (PHIN) director and pay items?

Broker non-votes totaled 2,011,831 on each director election and on the advisory vote on executive compensation. Broker non-votes generally arise when brokers lack authority to vote uninstructed shares on certain proposals.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB