Photronics shareholders back directors and pay
Photronics, Inc. reported the results of its annual shareholder meeting, where investors approved all three proposals.
Rhea-AI Filing Summary
Photronics, Inc. reported the results of its annual shareholder meeting, where investors approved all three proposals. Shareholders elected eight directors, including Michelle Almeida with 40,814,195 votes for and 66,498 withheld, with 4,782,351 broker non-votes recorded for each director.
They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending October 31, 2026, with 44,791,040 votes for, 847,897 against and 24,102 abstentions. In a non-binding advisory vote, 38,999,556 votes supported the compensation of named executive officers, 1,790,769 opposed and 90,363 abstained.
Positive
- None.
Negative
- None.
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
Votes for Michelle Almeida: 40,814,195 votes
Votes withheld for Michelle Almeida: 66,498 votes
Auditor ratification votes for: 44,791,040 votes
+4 more
7 metrics
Votes for Michelle Almeida
40,814,195 votes
Director election at annual meeting
Votes withheld for Michelle Almeida
66,498 votes
Director election at annual meeting
Auditor ratification votes for
44,791,040 votes
Deloitte & Touche LLP ratified for fiscal year ending October 31, 2026
Auditor ratification votes against
847,897 votes
Deloitte & Touche LLP ratification
Say-on-pay votes for
38,999,556 votes
Non-binding vote on named executive officer compensation
Say-on-pay votes against
1,790,769 votes
Non-binding vote on executive compensation
Broker non-votes on proposals
4,782,351 votes
Reported for each of the three proposals
Key Terms
broker non-votes, independent registered public accounting firm, non-binding vote, compensation discussion and analysis
4 terms
broker non-votes financial
"Name | Votes For | Votes Withheld | 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.
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.
non-binding vote financial
"approved by non-binding vote a resolution relating to the compensation of the named executive officers"
A non-binding vote is an advisory vote where shareholders or stakeholders express their opinion on a proposal without creating a legal obligation for the board or management to follow the result. It matters to investors because the outcome acts like a public opinion poll—informing market participants about shareholder sentiment and often influencing future corporate decisions, governance changes, or investor confidence even though it does not force action.
compensation discussion and analysis financial
"described in the compensation discussion and analysis and the narrative disclosure included in the proxy statement"
A compensation discussion and analysis is a section in corporate filings that explains how and why executives and other key employees are paid, linking pay choices to company goals, performance measures and risk controls. Investors use it like a company’s playbook for pay to judge whether incentives reward long-term value or encourage short-term risk-taking; clear explanations help assess alignment between management’s interests and shareholders’ returns.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was the outcome of Photronics (PLAB) say-on-pay vote for executive compensation?
Shareholders approved, on a non-binding basis, the resolution on compensation for named executive officers, with 38,999,556 votes for, 1,790,769 against, 90,363 abstentions, and 4,782,351 broker non-votes. This indicates advisory support for the compensation program described in the proxy statement.
Where and how was the Photronics (PLAB) annual meeting held?
The annual meeting took place at Photronics’ offices at 15 Secor Road, Building 1, Brookfield, Connecticut 06804 and was also accessible on the internet via live webcast at www.viewproxy.com/PLAB/2026, allowing both in-person and online participation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s Telephone Number, including area code
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(Former name or former address, if changed since last report)
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On April 8, 2026, the Company held its annual meeting of shareholders (the “Annual Meeting”) at the offices of Photronics, Inc., 15
Secor Road, Building 1, Brookfield, Connecticut 06804 and on the Internet via live webcast at www.viewproxy.com/PLAB/2026. At the Annual Meeting, the Company’s shareholders approved three (3) proposals. The proposals are described in detail in the
proxy statement relating to the annual meeting.
Proposal 1
The Company’s shareholders elected eight (8) individuals to the Board of Directors as follows:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Michelle Almeida
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40,814,195
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66,498
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4,782,351
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David A. Garcia
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40,419,518
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461,175
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4,782,351
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Dr. Frank Lee
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39,986,306
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894,387
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4,782,351
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Adam Lewis
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39,302,318
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1,578,375
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4,782,351
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Daniel Liao
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35,474,107
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5,406,586
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4,782,351
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Constantine S. Macricostas
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35,643,875
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5,236,818
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4,782,351
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George C. Macricostas
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40,069,347
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811,346
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4,782,351
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Mitchell G. Tyson
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40,460,795
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419,898
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4,782,351
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Proposal 2
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
October 31, 2026 as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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44,791,040
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847,897
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24,102
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4,782,351
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Proposal 3
The Company’s shareholders approved by non-binding vote a resolution relating to the compensation of the named executive officers of the Company as described in the
compensation discussion and analysis and the narrative disclosure included in the proxy statement relating to the annual meeting.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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38,999,556
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1,790,769
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90,363
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4,782,351
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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 hereunto duly
authorized.
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PHOTRONICS, INC.
(Registrant)
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By:
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/s/ Christopher J. Lutzo
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Name:
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Christopher J. Lutzo
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Title:
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Vice President,
General Counsel and Secretary
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| Date: April 9, 2026 |