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  4. [8-K] PYXUS INTERNATIONAL, INC. Reports Material Event

Pyxus International (PYYX) shareholders approve directors, auditors and executive pay

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

Rhea-AI Filing Summary

Pyxus International, Inc. reports the results of its 2026 annual meeting of shareholders held on August 13, 2026. Shareholders elected seven directors—John S. Alphin, Jamie J. Ashton, Patrick J. Bartels, Jr., Robert D. George, Cynthia P. Moehring, J. Pieter Sikkel and Richard J.C. Topping—for one-year terms expiring at the 2027 annual meeting.

Shareholders also ratified the appointment of Deloitte & Touche LLP as independent auditors for the fiscal year ending March 31, 2027, with 20,237,672 votes for and 635 against. In addition, shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, receiving 18,392,358 votes for, 748,737 against and 830 abstentions, with 1,096,382 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.
Director votes for (multiple nominees) 19,139,430 votes for Votes for John S. Alphin, Robert D. George, Cynthia P. Moehring and Richard J.C. Topping
Director votes withheld (top nominees) 2,495 votes withheld Votes withheld for Alphin, George, Moehring and Topping
Broker non-votes on director elections 1,096,382 broker non-votes Broker non-votes recorded for each director nominee
Auditor ratification votes for 20,237,672 votes for Ratification of Deloitte & Touche LLP for year ending March 31, 2027
Auditor ratification votes against 635 votes against Ratification of Deloitte & Touche LLP
Say-on-pay votes for 18,392,358 votes for Advisory approval of compensation of named executive officers
Say-on-pay votes against 748,737 votes against Advisory vote on executive compensation
Say-on-pay broker non-votes 1,096,382 broker non-votes Advisory vote on compensation of named executive officers
broker non-votes financial
"There were no broker non-votes with respect to the ratification of independent auditors."
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 basis financial
"A resolution to approve, on an advisory basis, the compensation paid to the Company’s named executive officers"
emerging growth company regulatory
"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 auditors financial
"The appointment of Deloitte & Touche LLP as the Company’s independent auditors"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
annual meeting of shareholders financial
"held its 2026 annual meeting of shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

FAQ

What did Pyxus International (PYYX) shareholders decide at the 2026 annual meeting?
Shareholders elected seven directors for one-year terms, ratified Deloitte & Touche LLP as independent auditors for the year ending March 31, 2027, and approved executive compensation on an advisory basis.

Were all Pyxus International (PYYX) director nominees elected in 2026?
Yes. All seven nominees received strong support, with top vote-getters such as John S. Alphin, Robert D. George, Cynthia P. Moehring and Richard J.C. Topping each receiving 19,139,430 votes for and only 2,495 votes withheld.

How did Pyxus International (PYYX) shareholders vote on the independent auditors?
Shareholders ratified Deloitte & Touche LLP as independent auditors with 20,237,672 votes for, 635 against and 0 abstentions. The company reported there were no broker non-votes for this proposal.

What were the results of the Pyxus International (PYYX) say-on-pay vote in 2026?
The advisory vote on executive compensation passed with 18,392,358 votes for, 748,737 against and 830 abstentions, plus 1,096,382 broker non-votes, indicating shareholder approval of the named executive officers’ pay.

How many broker non-votes were recorded at Pyxus International’s (PYYX) 2026 meeting?
There were 1,096,382 broker non-votes on the director elections and the advisory say-on-pay proposal, and no broker non-votes on the ratification of the independent auditors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
FALSE000093993000009399302026-08-132026-08-13

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): August 13, 2026
  Image1.jpg 
Pyxus International, Inc.
(Exact name of Registrant as specified in its charter)
  
Virginia000-2573485-2386250
(State or other jurisdiction
of incorporation)		(Commission file number)(I.R.S. Employer
Identification No.)
6001 Hospitality Court, Suite 100
Morrisville, North Carolina 27560-2009
(Address of principal executive offices, including zip code)
(919) 379-4300
(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: None
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 5.07Submission of Matters to a Vote of Security Holders

(a) On August 13, 2026, Pyxus International, Inc. (the "Company") held its 2026 annual meeting of shareholders (the "Annual Meeting").

(b) At the Annual Meeting, the matters submitted to a vote of shareholders, and outcome of the vote, were as follows:

1.Each of John S. Alphin, Jamie J. Ashton, Patrick J. Bartels, Jr., Robert D. George, Cynthia P. Moehring, J. Pieter Sikkel and Richard J.C. Topping was elected as a director for a one-year term expiring at the 2027 annual meeting of shareholders;

2.The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending March 31, 2027 was ratified; and

3.A resolution to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, was adopted.

The voting results with respect to these matters are set forth in the tables below:

1.Election of Directors

Director NomineeVotes ForVotes WithheldBroker Non-Votes
John S. Alphin19,139,4302,4951,096,382
Jamie J. Ashton18,624,863517,0621,096,382
Patrick J. Bartels, Jr.18,795,089346,8361,096,382
Robert D. George19,139,4302,4951,096,382
Cynthia P. Moehring19,139,4302,4951,096,382
J. Pieter Sikkel19,138,8073,1181,096,382
Richard J.C. Topping19,139,4302,4951,096,382

2.Ratification of Independent Auditors

Votes ForVotes AgainstVotes Abstained
20,237,6726350

There were no broker non-votes with respect to the ratification of independent auditors.

3.Advisory Vote on Compensation of Named Executive Officers

Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
18,392,358748,7378301,096,382



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:    August 13, 2026
 
PYXUS INTERNATIONAL, INC.
By:/s/ T. David Singer
T. David Singer
Senior Vice President – Chief Legal
Officer and Secretary


Source: View Original Filing on SEC EDGAR

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