Parsons (NYSE: PSN) investors approve directors, PwC audit and pay plan

Rhea-AI Filing Summary

Parsons Corporation reported the results of its 14 April 2026 Annual Meeting of stockholders. Stockholders elected four directors—Carey A. Smith, Letitia A. Long, Harry T. McMahon, and Robert H. Smith—to three-year terms expiring at the 2029 Annual Meeting. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending 31 December 2026, with 95,357,461 votes for and 2,886,281 against. In addition, stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, with 89,522,490 votes for and 3,402,595 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

Votes for Carey A. Smith: 88,140,620 votes Votes for Robert H. Smith: 92,531,614 votes Auditor ratification for votes: 95,357,461 votes +3 more

6 metrics

Votes for Carey A. Smith 88,140,620 votes Director election at 14 April 2026 Annual Meeting

Votes for Robert H. Smith 92,531,614 votes Director election at 14 April 2026 Annual Meeting

Auditor ratification for votes 95,357,461 votes Ratification of PricewaterhouseCoopers LLP for FY ending 31 Dec 2026

Auditor ratification against votes 2,886,281 votes Ratification of PricewaterhouseCoopers LLP

Say-on-pay for votes 89,522,490 votes Advisory approval of named executive officer compensation

Say-on-pay against votes 3,402,595 votes Advisory approval of named executive officer compensation

Key Terms

broker non-votes, independent registered public accounting firm, advisory, non-binding basis, Compensation Discussion and Analysis

4 terms

broker non-votes financial

"Broker Non-Votes | ------------------------------------------------------------- Carey A. Smith"

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

"appointment of PricewaterhouseCoopers 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.

advisory, non-binding basis financial

"To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers"

Compensation Discussion and Analysis financial

"as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement"

Understanding 8-K Material Events →

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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): April 14, 2026

Parsons Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-07782	95-3232481
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
14291 Park Meadow Drive, Suite 100
Chantilly, Virginia				20151
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 988-8500

(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, $1 par value		PSN		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.

At the Annual Meeting of stockholders on 14 April 2026, the stockholders of Parsons Corporation (the “Company”) voted on the following three proposals, each of which is described in detail in the Proxy Statement filed with the Securities and Exchange Commission on 2 March 2026:

Proposal No. 1: To elect four members to the Board of Directors to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders:

Nominee		For				Withheld				Broker Non-Votes
Carey A. Smith			88,140,620				5,144,706				5,154,415
Letitia A. Long			77,686,970				15,598,356				5,154,415
Harry T. McMahon			91,053,648				2,231,678				5,154,415
Robert H. Smith			92,531,614				753,712				5,154,415

Each of the nominees nominated in Proposal No. 1 was elected.

Proposal No. 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For				Against				Abstain				Broker Non-Votes
	95,357,461				2,886,281				195,999				-

Proposal No. 2 was approved.

Proposal No. 3: To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement:

For				Against				Abstain				Broker Non-Votes
	89,522,490				3,402,595				360,241				5,154,415

Proposal No. 3 was approved on an advisory basis.

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.

			Parsons Corporation
Date:	15 April 2026	By:	/s/ John T. Martinez
			John T. Martinez Chief Legal Officer and Corporate Secretary

FAQ

What did Parsons (PSN) stockholders decide at the April 2026 Annual Meeting?

Parsons stockholders approved all three proposals at the 14 April 2026 Annual Meeting. They elected four directors for three-year terms, ratified PricewaterhouseCoopers LLP as auditor for 2026, and supported executive compensation on an advisory, non-binding basis as described in the Proxy Statement.

Which directors were elected to the Parsons (PSN) Board in 2026 and for how long?

Stockholders elected Carey A. Smith, Letitia A. Long, Harry T. McMahon, and Robert H. Smith to the Board. Each will serve a three-year term expiring at the 2029 Annual Meeting of Stockholders, confirming continued support for the Company’s existing board composition and governance structure.

Which audit firm did Parsons (PSN) stockholders ratify for the 2026 fiscal year?

Stockholders ratified PricewaterhouseCoopers LLP as Parsons’ independent registered public accounting firm for the fiscal year ending 31 December 2026. The ratification received 95,357,461 votes for, 2,886,281 against, and 195,999 abstentions, with no broker non-votes reported on this proposal.

How did Parsons (PSN) stockholders vote on executive compensation in 2026?

Parsons stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers. Proposal 3 received 89,522,490 votes for, 3,402,595 against, 360,241 abstentions, and 5,154,415 broker non-votes, signaling overall support for the disclosed pay programs.

What were the broker non-vote levels on Parsons (PSN) 2026 governance proposals?

Broker non-votes totaled 5,154,415 on the director elections and the advisory say-on-pay proposal. There were no broker non-votes on the auditor ratification proposal, which is typically considered a routine matter allowing brokers more discretionary voting authority under exchange rules.

Filing Exhibits & Attachments

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