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PPHC (NASDAQ: PPHC) holders approve director slate, auditor and electronic communications

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

Rhea-AI Filing Summary

Public Policy Holding Company, Inc. reported results of its 2026 annual stockholder meeting held on May 12, 2026. A total of 21,655,671 shares of common stock were represented, accounting for approximately 74.86% of the voting power as of the March 23, 2026 record date.

Stockholders elected three Class II directors to serve until the 2029 annual meeting: Kathleen L. Casey, Roeland Smits and Benjamin Ginsberg. Support levels ranged from about 18.3 million to 20.1 million votes in favor for each nominee, with customary broker non-votes recorded.

Stockholders also ratified Forvis Mazars, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 21,654,757 votes for and 914 against. In addition, they approved allowing electronic distribution of annual reports and other communications, with 20,141,981 votes for and 12,585 against, plus broker non-votes.

Positive

  • None.

Negative

  • None.
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 21,655,671 shares Common stock present or by proxy at 2026 annual meeting
Voting power represented 74.86% Combined voting power as of March 23, 2026 record date
Votes for auditor 21,654,757 votes Forvis Mazars, LLP ratification as auditor for fiscal 2026
Votes against auditor 914 votes Opposed ratification of Forvis Mazars, LLP
Votes for e-distribution 20,141,981 votes Approval of electronic distribution of reports and communications
Votes against e-distribution 12,585 votes Opposed electronic distribution proposal
Broker Non-Votes financial
"Votes WITHHELD / ABSTAINED | Broker Non-Votes 20,141,981 | | 12,585 | | 0 | 1,501,105"
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
"Ratification of the appointment of Forvis Mazars, 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.
emerging growth company regulatory
"Emerging growth company x x Item 5.07 Submission of Matters to a Vote of Security Holders."
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.
electronic distribution of annual reports financial
"Item 3 – Allow electronic distribution of annual reports and other stockholder communications."
Understanding 8-K Material Events →
0001903508false00019035082026-05-122026-05-12

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 12, 2026
Public Policy Holding Company, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-43077
87-3557229
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

800 North Capitol Street NW, Washington, DC
20002
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (202) 688-0020
Not Applicable
(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 (see General Instruction A.2. below):
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, $0.001 par value
PPHCNASDAQ


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 x
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. x



Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 12, 2026, Public Policy Holding Company, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders. A total of 21,655,671 shares of common stock (the “Common Stock”) were present in person or represented by proxy at the meeting, representing 21,655,671 votes or approximately 74.86% of the combined voting power of the Company’s outstanding Common Stock as of the March 23, 2026 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 17, 2026.
Item 1 - Election of three Class II Directors to serve until the Company’s 2029 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.
Nominee

Votes FOR

Votes AGAINST

Votes WITHHELD / ABSTAINED
Broker Non-Votes
Kathleen L. Casey

20,054,161

93,831

6,574
1,501,105
Roeland Smits

19,514,364

633,628

6,574
1,501,105
Benjamin Ginsberg

18,318,479

1,836,085

2
1,501,105

Item 2 - Ratification of the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes FOR

Votes AGAINST

Votes WITHHELD / ABSTAINED
21,654,757

914

0

Item 3 – Allow electronic distribution of annual reports and other stockholder communications.
Votes FOR

Votes AGAINST

Votes WITHHELD / ABSTAINED
Broker Non-Votes
20,141,981

12,585

0
1,501,105

Based on the foregoing votes, Kathleen L. Casey, Roeland Smits and Benjamin Ginsberg were elected as Class II Directors and Items 2 and 3 were approved.


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.
Date: May 12, 2026
 
Public Policy Holding Company, Inc.
By:
 /s/ George Stewart Hall
Name:
George Stewart Hall
Title:
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did PPHC stockholders vote on at the 2026 annual meeting?

Stockholders elected three Class II directors, ratified Forvis Mazars, LLP as independent auditor for 2026, and approved electronic distribution of annual reports and other communications, reflecting broad support for the company’s governance and communication practices.

How many PPHC shares were represented at the 2026 annual meeting?

A total of 21,655,671 shares of common stock were present or represented by proxy, equal to about 74.86% of the combined voting power as of the March 23, 2026 record date, indicating a relatively high level of shareholder participation.

Were the PPHC director nominees elected at the 2026 meeting?

Yes. Nominees Kathleen L. Casey, Roeland Smits and Benjamin Ginsberg were elected as Class II directors to serve until the 2029 annual meeting. Each received strong majority support, with millions of votes cast in favor and standard broker non-votes recorded.

Which audit firm did PPHC stockholders ratify for fiscal 2026?

Stockholders ratified Forvis Mazars, LLP as PPHC’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 21,654,757 votes for, 914 votes against and no abstentions, showing near-unanimous support for the auditor choice.

Did PPHC approve electronic distribution of stockholder communications?

Yes. Stockholders approved allowing electronic distribution of annual reports and other communications, with 20,141,981 votes for, 12,585 against and 1,501,105 broker non-votes. This change is intended to streamline how investors receive company information and materials.

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