Perimeter Solutions (NYSE: PRM) reports 2026 shareholder votes on directors, pay and auditor

Rhea-AI Filing Summary

Perimeter Solutions, Inc. reported the results of its 2026 Annual Meeting of Stockholders held via live audio webcast on May 28, 2026. Stockholders elected eight directors to one-year terms ending at the 2027 annual meeting, with each nominee receiving more votes "for" than "against."

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 135,811,367 votes for and 1,314,007 against. In addition, they ratified the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 148,255,291 votes for and 12,597 against.

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

Shares for Jorge L. Valladares III: 135,313,069 votes for Executive compensation advisory vote: 135,811,367 for vs. 1,314,007 against Auditor ratification votes for KPMG LLP: 148,255,291 votes for +2 more

5 metrics

Shares for Jorge L. Valladares III 135,313,069 votes for Director election at 2026 annual meeting

Executive compensation advisory vote 135,811,367 for vs. 1,314,007 against Say-on-pay Proposal 2 at 2026 annual meeting

Auditor ratification votes for KPMG LLP 148,255,291 votes for Proposal 3 for year ending December 31, 2026

Broker non-votes on Proposal 2 11,322,610 broker non-votes Advisory vote on executive compensation

Votes against Tracy Britt Cool 55,806,283 votes against Director election at 2026 annual meeting

Key Terms

broker non-vote, emerging growth company, independent registered public accounting firm, advisory basis

4 terms

broker non-vote financial

"For | Against | Abstain | Broker Non-Vote 135,811,367 | 1,314,007 | 20,442 | 11,322,610"

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.

independent registered public accounting firm financial

"the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the 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.

advisory basis financial

"the approval, on an advisory basis, of the compensation of the Company’s named executive officers"

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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 28, 2026

PERIMETER SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41027

33-2098357

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8000 Maryland Avenue, Suite 350

Clayton, Missouri 63105

(Address of principal executive offices, including zip code)

(314) 396-7343

Registrant's telephone number, including area code

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:

☐ 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 $0.0001 per share

PRM

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 ☐

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 May 28, 2026, Perimeter Solutions, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live audio webcast. At the Annual Meeting, the stockholders voted on (i) the election of eight director nominees for a one-year term (Proposal 1), (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), and (iii) the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026 (Proposal 3).

Proposal 1

The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the 2027 Annual Meeting of Stockholders or, in each case, until his or her successor is duly elected and qualified.

			For						Against						Abstain						Broker Non-Vote
W. Nicholas Howley			121,989,074						15,152,296						4,446						11,322,610
William N. Thorndike, Jr.			123,973,756						12,576,047						596,013						11,322,610
Haitham Khouri			136,227,039						898,148						20,629						11,322,610
Tracy Britt Cool			81,334,482						55,806,283						5,052						11,322,610
Sean Hennessy			121,153,508						15,971,780						20,529						11,322,610
Robert S. Henderson			116,878,371						20,247,350						20,096						11,322,610
Bernt Iversen II			106,853,150						30,271,634						21,033						11,322,610
Jorge L. Valladares III			135,313,069						1,798,521						34,226						11,322,610

Proposal 2

The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.

For						Against						Abstain						Broker Non-Vote
135,811,367						1,314,007						20,442						11,322,610

Proposal 3

The stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026.

For						Against						Abstain						Broker Non-Vote
148,255,291						12,597						200,538						—

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.

			Perimeter Solutions, Inc.
Date: May 28, 2026			By:			/s/ Kyle Sable
						Kyle Sable
						Chief Financial Officer

FAQ

What did Perimeter Solutions, Inc. (PRM) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing eight directors, approving executive compensation on an advisory basis, and ratifying KPMG LLP as independent auditor for the year ending December 31, 2026.

Were Perimeter Solutions, Inc. (PRM) director nominees elected at the 2026 annual meeting?

Yes, all eight director nominees were elected to one-year terms, each receiving more votes "for" than "against," with terms expiring at the 2027 annual meeting of stockholders.

Did Perimeter Solutions, Inc. (PRM) stockholders approve executive compensation in 2026?

Yes, stockholders approved the compensation of the company’s named executive officers on an advisory basis, with 135,811,367 votes for, 1,314,007 against, and 20,442 abstaining.

Who is the independent auditor for Perimeter Solutions, Inc. (PRM) for 2026?

Stockholders ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 148,255,291 votes for, 12,597 against, and 200,538 abstaining.

How many broker non-votes were recorded at Perimeter Solutions, Inc. (PRM) 2026 meeting?

Broker non-votes totaled 11,322,610 on director elections and the advisory vote on executive compensation, while no broker non-votes were recorded for the auditor ratification proposal.

Filing Exhibits & Attachments

3 documents

Other Documents

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