Shareholders approve pay, directors and auditor at Qnity Electronics (NYSE: Q)

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Qnity Electronics, Inc. held its annual stockholder meeting on May 21, 2026. Stockholders elected three Class I directors—Karin De Bondt, Byron Green, and Jon Kemp—to two-year terms, each receiving over 140 million votes in favor alongside broker non-votes of 27,628,432 on each nominee.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers with 136,385,611 votes for and 6,156,323 against. They also backed holding future advisory votes on executive pay every one year, with 140,248,870 votes supporting the annual frequency. PricewaterhouseCoopers LLP was ratified as independent auditor for the fiscal year ending December 31, 2026, with 169,537,600 votes for.

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 Karin De Bondt: 141,126,582 votes Votes for Byron Green: 140,877,496 votes Votes for Jon Kemp: 142,101,132 votes +3 more

6 metrics

Votes for Karin De Bondt 141,126,582 votes Election as Class I director at 2026 annual meeting

Votes for Byron Green 140,877,496 votes Election as Class I director at 2026 annual meeting

Votes for Jon Kemp 142,101,132 votes Election as Class I director at 2026 annual meeting

Say-on-pay approval 136,385,611 votes for Advisory vote on executive compensation at 2026 annual meeting

Annual say-on-pay frequency support 140,248,870 votes for 1 year Advisory vote on frequency of executive compensation votes

Auditor ratification votes for PwC 169,537,600 votes for Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Key Terms

broker non-votes, named executive officers, advisory vote, independent auditor, +1 more

5 terms

broker non-votes financial

"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.

named executive officers financial

"the compensation of our named executive officers, based on the following voting results"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

advisory vote financial

"approved, in an advisory vote, the compensation of our 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 auditor financial

"ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

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.

Understanding 8-K Material Events →

05/22/2026 - 04:15 PM

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 21, 2026



Qnity Electronics, Inc.
(Exact name of registrant as specified in its charter)


Delaware	001-42619	33-3002745
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


974 Centre Road,	Building 735	19805
Wilmington,	Delaware
(Address of principal executive offices)		(Zip Code)

1 (302) 294-4651

(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 $0.01 per share	Q	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.

Qnity Electronics, Inc. (“Qnity,” “we,” or “our”) held its annual meeting of stockholders on May 21, 2026 (the “Annual Meeting”). Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the Annual Meeting. For more information about the proposals set forth below, please see our definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026.

1.Our stockholders elected three Class I directors to each serve a two-year term until our 2028 annual meeting of stockholders or until his or her successor has been elected and qualified, based on the following voting results:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Karin De Bondt	141,126,582	1,673,354	216,705	27,628,432
Byron Green	140,877,496	1,906,626	232,519	27,628,432
Jon Kemp	142,101,132	677,805	237,704	27,628,432

2.Our stockholders approved, in an advisory vote, the compensation of our named executive officers, based on the following voting results:


Votes For	Votes Against	Abstentions	Broker Non-Votes
136,385,611	6,156,323	474,707	27,628,432

3.Our stockholders approved, in an advisory vote, the frequency of future advisory votes on named executive officers compensation as every 1 year, based on the following voting results:


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
140,248,870	289,836	2,111,361	366,574	27,628,432

Based on the results above, and consistent with the prior recommendation of the Qnity Board of Directors in favor of an annual advisory vote on the compensation of our named executive officers, the Board has determined that future advisory votes on named executive officers compensation will be submitted to stockholders on an annual basis until the next required vote on the frequency of such votes.

4.Our stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2026, based on the following voting results:


Votes For	Votes Against	Abstentions
169,537,600	810,793	296,680

SIGNATURE

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.

QNITY ELECTRONICS, INC.


By:	/s/ Peter W. Hennessey
Name:		Peter W. Hennessey
Title:		General Counsel

Date: May 22, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Qnity Electronics (Q) stockholders decide about the board at the 2026 annual meeting?

Stockholders elected three Class I directors—Karin De Bondt, Byron Green, and Jon Kemp—to two-year terms. Each received more than 140 million votes for, with relatively small votes against and abstentions, confirming the existing board’s slate of nominees.

How did Qnity Electronics (Q) investors vote on executive compensation in 2026?

Investors approved the compensation of Qnity’s named executive officers in an advisory vote. The proposal received 136,385,611 votes for, 6,156,323 votes against, 474,707 abstentions, and 27,628,432 broker non-votes, indicating broad though not unanimous support for current pay practices.

What frequency of say-on-pay votes did Qnity Electronics (Q) stockholders choose?

Stockholders favored holding advisory votes on executive compensation every one year. The annual option received 140,248,870 votes, compared with 289,836 for two years, 2,111,361 for three years, 366,574 abstentions, and 27,628,432 broker non-votes, aligning with the board’s prior recommendation.

Which auditor did Qnity Electronics (Q) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Qnity’s independent auditor for the fiscal year ending December 31, 2026. The auditor ratification received 169,537,600 votes for, 810,793 votes against, and 296,680 abstentions, signaling strong support for maintaining the existing audit firm.

Did Qnity Electronics (Q) change its approach to say-on-pay votes after the 2026 meeting?

Following the 2026 meeting, the board determined that future advisory votes on named executive officer compensation will be held annually. This decision reflects stockholder support for a one-year frequency and will remain in effect until the next required frequency vote occurs.

Filing Exhibits & Attachments

4 documents