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Perma-Pipe (PPIH) investors approve board, executive pay and PwC auditor

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

Rhea-AI Filing Summary

Perma-Pipe International Holdings, Inc. reported the results of its Annual Meeting held on June 24, 2026. Stockholders elected five directors—Ibrahim Al Kuwari, Jon Biro, Saleh Sagr, Richard Sherrill, and Nancy Zakhour—to serve until the 2027 Annual Meeting of Stockholders.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with over 96% of shares voted in favor. In addition, they ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027, with over 99% approval.

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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.
Director votes – Ibrahim Al Kuwari 3,248,020 votes for Director election at 2026 Annual Meeting
Director votes – Jon Biro 3,069,835 votes for Director election at 2026 Annual Meeting
Say-on-pay support 3,132,799 votes for Advisory vote on executive compensation
Say-on-pay opposition 119,471 votes against Advisory vote on executive compensation
Say-on-pay approval rate over 96% of shares voted Named executive officer compensation
Auditor ratification – votes for PwC 5,797,848 votes for Ratification of PwC for FY ending Jan 31, 2027
Auditor ratification approval rate over 99% of shares voted Selection of PwC as auditor
broker non-votes financial
"Director Nominee | Votes For | Votes Against | 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 vote financial
"Proposal 2. Advisory vote to approve the compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027"
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.
Annual Meeting of Stockholders financial
"the Company held the Annual Meeting of Stockholders"
emerging growth company financial
"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.
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Understanding 8-K Material Events →
false 0000914122 0000914122 2026-06-24 2026-06-24
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): June 24, 2026
 
PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-32530
36-3922969
(State or other jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
 
2455 Technology Forest Blvd, Suite 1010, The Woodlands, Texas77381
(Address of principal executive offices, including zip code)
 
(281) 941-2445
(Registrant’s telephone number, including area code)
 
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, $.01 par value per share
PPIH
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.
 
On June 24, 2026, the Company held the Annual Meeting. Set forth below is information regarding the results of the matters voted on by the Company’s stockholders at the Annual Meeting.
 
Proposal 1.     Elect five directors to hold office until the Company’s 2027 Annual Meeting of Stockholders and until their successors are otherwise duly elected and qualified:
 
Director Nominee Votes For Votes Against Abstentions Broker Non-Votes
Ibrahim Al Kuwari 3,248,020 23,117 9,789 2,533,196
Jon Biro 3,069,835 210,806 285 2,533,196
Saleh Sagr 3,276,794 3,987 145 2,533,196
Richard Sherrill 3,270,492 10,300 134 2,533,196
Nancy Zakhour 3,261,832 18,815 279 2,533,196
 
Based on the votes set forth above, the director nominees were duly elected to serve until the 2027 Annual Meeting of Stockholders.
 
Proposal 2.     Advisory vote to approve the compensation of the Company’s named executive officers:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
3,132,799
 119,471
28,656
 2,533,196
 
The Company's proposal regarding the compensation of the named executive officers was approved by over 96% of the shares voted at the Annual Meeting.
 
Proposal 3.     Ratify the selection of PricewaterhouseCoopers LLP ("PwC") as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027:
 
Votes For
Votes Against
Abstentions
5,797,848
12,783
3,491
 
The Company's proposal regarding the selection of PwC was approved by over 99% of the shares voted at the Annual Meeting.
 
 
 
 
 
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.
 
   
PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
     
Date: June 29, 2026   
  
By: /s/ Matthew Lewicki
   
Matthew Lewicki
   
Vice President and Chief Financial Officer
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What did Perma-Pipe (PPIH) shareholders decide at the 2026 Annual Meeting?

Shareholders elected five directors, approved executive compensation, and ratified PricewaterhouseCoopers LLP as auditor. All three proposals received strong support, with director nominees elected and both the say-on-pay and auditor ratification proposals passing by large majorities.

How did Perma-Pipe (PPIH) shareholders vote on director elections in 2026?

Shareholders elected Ibrahim Al Kuwari, Jon Biro, Saleh Sagr, Richard Sherrill, and Nancy Zakhour. Each nominee received more votes for than against, with support generally above three million shares and broker non-votes of 2,533,196 reported for each director.

Was Perma-Pipe (PPIH) executive compensation approved by shareholders in 2026?

Yes, the advisory vote on named executive officer compensation was approved. There were 3,132,799 votes for, 119,471 against, and 28,656 abstentions, plus 2,533,196 broker non-votes, meaning over 96% of shares voted supported the compensation program.

Which audit firm did Perma-Pipe (PPIH) shareholders ratify for fiscal 2027?

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027. The vote totaled 5,797,848 shares for, 12,783 against, and 3,491 abstentions, representing over 99% approval of shares voted.

When was the Perma-Pipe (PPIH) 2026 Annual Meeting held and what period does the auditor appointment cover?

The Annual Meeting occurred on June 24, 2026. At this meeting, shareholders ratified PricewaterhouseCoopers LLP as auditor for the fiscal year ending January 31, 2027, confirming the firm for the upcoming financial reporting period.

Filing Exhibits & Attachments

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