RBC Bearings announces board change, vote results

RBC Bearings reported director retirement, election results, auditor ratification, and advisory approval of executive pay at its September 3, 2026 annual meeting.

Rhea-AI Filing Summary

RBC Bearings INC reported routine corporate governance updates from its September 3, 2026 annual meeting and a board change. Frederick J. Elmy retired from the Board of Directors on that date. Stockholders elected Dr. Michael J. Hartnett and Dolores J. Ennico as Class III directors for three-year terms, with each receiving over 21.6 million votes in favor.

Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2027 with over 29.1 million votes for, and approved, on an advisory basis, the compensation paid to the Company’s named executive officers with approximately 27.0 million votes for.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 Dr. Michael J. Hartnett: 27,410,015 votes Votes for Dolores J. Ennico: 21,681,115 votes Auditor ratification votes for: 29,148,374 votes +4 more

7 metrics

Votes for Dr. Michael J. Hartnett 27,410,015 votes Election as Class III director for a three-year term

Votes for Dolores J. Ennico 21,681,115 votes Election as Class III director for a three-year term

Auditor ratification votes for 29,148,374 votes Ratification of Ernst & Young LLP for fiscal year 2027

Auditor ratification votes against 310,987 votes Ratification of Ernst & Young LLP for fiscal year 2027

Say-on-pay votes for 26,967,486 votes Advisory approval of compensation of named executive officers

Say-on-pay votes against 1,172,452 votes Advisory approval of compensation of named executive officers

Broker non-votes on governance items 1,313,077 votes Broker non-votes for each director election and say-on-pay proposal

Key Terms

independent registered public accounting firm, broker non-vote, on an advisory basis, named executive officers

4 terms

independent registered public accounting firm financial

"ratify the appointment of Ernst & Young 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.

broker non-vote financial

"Withheld | | Broker Non-Vote Dr. Michael J. Hartnett | | 27,410,015"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

on an advisory basis financial

"approved, on an advisory basis, the compensation paid to the Company’s named executive officers"

named executive officers financial

"the compensation paid to the Company’s named executive officers"

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.

FAQ

What board change did RBC report in this 8-K filing?

RBC reported that Frederick J. Elmy retired from the Board of Directors on September 3, 2026. This change was disclosed under the corporate governance section concerning director retirement.

Which directors were elected at RBC (RBC) on September 3, 2026 and how many votes did they receive?

Stockholders elected Dr. Michael J. Hartnett with 27,410,015 votes for and Dolores J. Ennico with 21,681,115 votes for, each as a Class III director for a three-year term.

Did RBC (RBC) stockholders ratify the auditor for fiscal 2027 and what were the vote totals?

Yes. Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for fiscal year 2027 with 29,148,374 votes for, 310,987 against, and 7,274 abstentions, with no broker non-votes.

How did RBC (RBC) stockholders vote on executive compensation on an advisory basis?

On an advisory basis, stockholders approved the compensation paid to named executive officers with 26,967,486 votes for, 1,172,452 against, 13,620 abstentions, and 1,313,077 broker non-votes.

What was the broker non-vote level on RBC (RBC) director elections and say-on-pay?

Broker non-votes totaled 1,313,077 shares for each of the director elections and for the advisory vote on executive compensation, reflecting shares present but not voted on those matters.

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

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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: September 9, 2026 (Date of earliest event reported: September 3, 2026)

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		001-40840		95-4372080
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Tribology Center

Oxford, CT 06478

(Address of principal executive offices) (Zip Code)

(203) 267-7001

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐ 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		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		RBC		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. ☐

Section 5 - Corporate Governance and Management

Item 5.02(b). Director Retirement.

Frederick J. Elmy retired from the Board of Directors of RBC Bearings Incorporated (the “Company”) on September 3, 2026.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Company’s annual meeting of stockholders held on September 3, 2026, the stockholders (1) elected all of the Company’s nominees for director, (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2027, and (3) approved, on an advisory basis, the compensation paid to the Company’s named executive officers. 

Shares were voted on these proposals as follows:

Proposal 1. The election of two directors in Class III to serve a term of three years:

Nominees		For		Against		Withheld		Broker Non-Vote
Dr. Michael J. Hartnett		27,410,015		733,424		10,119		1,313,077
Dolores J. Ennico		21,681,115		6,459,846		12,597		1,313,077

Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2027:

For		Against		Abstain		Broker Non-Vote
29,148,374		310,987		7,274		0

Proposal 3. The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers:

For		Against		Abstain		Broker Non-Vote
26,967,486		1,172,452		13,620		1,313,077

1

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: September 9, 2026

	RBC BEARINGS INCORPORATED
	By:	/s/ John J. Feeney
		Name:	John J. Feeney
		Title:	Vice President, General Counsel & Secretary

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB