[8-K] RBC Bearings Incorporated 5.00% Series A Mandatory Convertible Preferred Stock Reports Material Event

Rhea-AI Filing Summary

RBC Bearings Incorporated filed an Form 8-K reporting written and pre‑commencement communications pursuant to federal securities rules and disclosing holdings tied to its 5.00% Series A Mandatory Convertible Preferred Stock. The filing lists reported share or interest amounts for named individuals: Barry C. Boyan (29,368,992 and related smaller amounts), Edward D. Stewart (23,031,091 plus related figures), and Frederick J. Elmy (29,804,544 and related figures). The document is signed on behalf of RBC Bearings Incorporated by John J. Feeney. The filing appears focused on disclosure of communications and specified ownership or interest amounts rather than operational results or transactions.

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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 5, 2025 (Date of earliest event reported: September 4, 2025)

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

At the Company’s annual meeting of stockholders held on September 4, 2025, 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 2026, 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 three directors in Class I to serve a term of three years, and one director in Class III to serve a term of one year:

Nominees		For				Against				Withheld				Broker Non-Vote
Daniel A. Bergeron			29,237,569				656,926				6,531				728,707
Barry C. Boyan			29,368,992				525,389				6,645				728,707
Edward D. Stewart			23,031,091				6,863,271				6,664				728,707
Frederick J. Elmy			29,804,544				89,838				6,644				728,707

Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026:

For			Against				Abstain				Broker Non-Vote
30,221,999				401,032				6,702				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
24,228,284				5,658,306				14,436				728,707

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

104 Cover page interactive data file (embedded within the inline XBRL document)

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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 5, 2025

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

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FAQ

What did RBC Bearings (RBCP) disclose in this 8-K?

The 8-K discloses written and pre‑commencement communications under federal rules and reports specific holdings for named individuals tied to the 5.00% Series A Mandatory Convertible Preferred Stock.

Who are the individuals listed and what amounts are shown?

The filing lists Barry C. Boyan with 29,368,992, Edward D. Stewart with 23,031,091, and Frederick J. Elmy with 29,804,544, alongside smaller related figures shown in the document.

Does the 8-K report any financial results or transactions?

No. The disclosed content is limited to communications pursuant to securities rules and specific reported amounts; it does not include earnings, acquisitions, or other transactional details.

Who signed the filing for RBC Bearings?

The filing is signed on behalf of RBC Bearings Incorporated by John J. Feeney.

Is this 8-K describing a change in control or ownership transfer?

The document lists reported amounts for individuals but does not explicitly state a change in control or an ownership transfer in the provided text.