SharkNinja (NYSE: SN) investors approve directors, pay and bylaw update

Rhea-AI Filing Summary

SharkNinja, Inc. reported the results of its 2026 Annual General Meeting, where shareholders approved all five proposals. Shareholders re-appointed seven directors and ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

Investors also approved, on a non-binding basis, the compensation of named executive officers and chose to hold future say-on-pay votes every year. In addition, shareholders approved an amendment and restatement of the Company’s Amended and Restated Memorandum and Articles of Association, mainly updating shareholder proposal and nomination procedures and related notice periods.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 141,568,925 ordinary shares Shares represented at meeting: 134,828,408 ordinary shares (95.23%) Auditor ratification votes for: 134,155,878 shares +3 more

6 metrics

Shares entitled to vote 141,568,925 ordinary shares Issued, outstanding and entitled to vote as of April 22, 2026 record date

Shares represented at meeting 134,828,408 ordinary shares (95.23%) Present in person, virtually, or by proxy at 2026 Annual Meeting

Auditor ratification votes for 134,155,878 shares Votes in favor of Ernst & Young LLP for fiscal year ending December 31, 2026

Say-on-pay support 115,503,073 shares for Non-binding advisory approval of named executive officer compensation

Say-on-pay frequency one year 123,853,354 shares Votes selecting annual advisory vote on executive compensation

Bylaw amendment approval 124,285,821 shares for Votes approving Amendment and Restatement of Memorandum and Articles of Association

Key Terms

Amended and Restated Memorandum and Articles of Association, non-binding advisory basis, broker non-vote, emerging growth company, +1 more

5 terms

Amended and Restated Memorandum and Articles of Association regulatory

"shareholders approved an amendment and restatement (the “Amendment and Restatement”) of its Amended and Restated Memorandum and Articles of Association"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

non-binding advisory basis financial

"Shareholders approved, on a non-binding advisory basis, the compensation of our named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-vote financial

"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE"

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 registered accounting firm financial

"Shareholders ratified the appointment of Ernst & Young LLP as the independent registered accounting firm of the Company"

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FALSE0001957132--12-3100019571322026-06-182026-06-18

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

June 18, 2026

 Date of Report (date of earliest event reported)

SHARKNINJA, INC.
(Exact name of Registrant as specified in its charter)

Cayman Islands			001-41754			98-1738011
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

89 A Street
Needham, MA
(Address of principal executive offices) 02494  (Zip Code)

(617) 243-0235

(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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, $0.0001 par value per share

SN

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 18, 2026, as described below, upon the recommendation of the Board of Directors (the “Board”) of SharkNinja, Inc. (the “Company”), the Company’s shareholders approved an amendment and restatement (the “Amendment and Restatement”) of its Amended and Restated Memorandum and Articles of Association to update the disclosures required from shareholders to propose business or nominate directors for appointment at the Company’s annual general meeting, align the advance notice period for shareholders to notify the Company of such business proposals or director nominations with market practice for domestic issuers, and make other immaterial changes. The Amendment and Restatement became effective upon the approval by shareholders of the resolution to approve the Amendment and Restatement on June 18, 2026.

A description of the Amendment and Restatement is set forth on page 49 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Amendment and Restatement, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

On June 18, 2026, the Company held its 2026 Annual General Meeting (the “Annual Meeting”) at 89 A St. Needham, MA 02494 and virtually at: www.virtualshareholdermeeting.com/SN2026. On April 22, 2026, the record date for the Annual Meeting, there were 141,568,925 of the Company’s ordinary shares (the “Ordinary Shares”) issued and outstanding and entitled to vote at the Annual Meeting. 134,828,408 Ordinary Shares, which represented 95.23% of the votes of the issued and outstanding Ordinary Shares, were present, in person, virtually, or by proxy, at the Annual Meeting. Five items of business were acted upon by the Company’s shareholders at the Annual Meeting, each of which was approved by the shareholders.

1. Shareholders re-appointed all of the seven nominees for directors, in each case to hold office in accordance with the Company’s Amended and Restated Memorandum and Articles of Association. The voting results were as follows:

						FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
Mark Barrocas						123,533,281						1,174,449						71,879						10,048,799
Kathryn J. Barton						120,251,450						4,456,602						71,557						10,048,799
Peter Feld						123,888,797						818,633						72,179						10,048,799
Chi Kin Max Hui						98,131,389						26,564,567						83,653						10,048,799
Barney Tianhao Wang						123,177,599						1,529,963						72,047						10,048,799
Timothy R. Warner						104,937,676						19,757,587						84,346						10,048,799
Jason M. Wortendyke						123,859,380						847,496						72,733						10,048,799

2. Shareholders ratified the appointment of Ernst & Young LLP as the independent registered accounting firm of the Company for the fiscal year ending December 31, 2026. The voting results were as follows:

FOR						AGAINST						ABSTAIN
134,155,878						37,480						635,050

3. Shareholders approved, on a non-binding advisory basis, the compensation of our named executive officers. The voting results were as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
115,503,073						9,231,410						45,126						10,048,799

4. Shareholders selected, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of our named executive officers as “One Year”. The voting results were as follows:

ONE YEAR						TWO YEARS						THREE YEARS						ABSTAIN						BROKER NON-VOTE
123,853,354						205,886						639,475						80,894						10,048,799

Consistent with the recommendation of the Board and the results of the shareholder vote, the Board has determined that the Company will conduct future non-binding advisory votes on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of future advisory votes on the compensation of our named executive officers.

5. Shareholders approved an Amendment and Restatement of the Company’s Amended and Restated Memorandum and Articles of Association. The voting results were as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
124,285,821						448,385						45,403						10,048,799

No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description of Exhibit
3.1						Amended and Restated Memorandum and Articles of Association, as currently in effect.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			SHARKNINJA, INC.
			By:			/s/ Pedro J. Lopez-Baldrich
Date: June 18, 2026						Name: Pedro J. Lopez-Baldrich
						Title: Chief Legal Officer

FAQ

What did SharkNinja (SN) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all five proposals, including re-appointing seven directors, ratifying Ernst & Young LLP as auditor, endorsing executive compensation, selecting annual say-on-pay votes, and approving amended and restated governing documents that update shareholder proposal and director nomination procedures.

How many SharkNinja (SN) shares were eligible and represented at the 2026 meeting?

On the April 22, 2026 record date, 141,568,925 ordinary shares were issued, outstanding, and entitled to vote. At the meeting, 134,828,408 shares were present in person, virtually, or by proxy, representing 95.23% of the voting power, indicating very high participation.

What auditor did SharkNinja (SN) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as SharkNinja’s independent registered public accounting firm for the year ending December 31, 2026. Voting results were 134,155,878 shares for, 37,480 against, and 635,050 abstentions, showing strong overall support for continuing with the current auditor.

How did SharkNinja (SN) shareholders vote on executive compensation?

On a non-binding advisory basis, 115,503,073 shares voted for the named executive officers’ compensation, 9,231,410 voted against, and 45,126 abstained, with 10,048,799 broker non-votes. This indicates broad shareholder support for the company’s current executive pay program at the 2026 meeting.

What say-on-pay vote frequency did SharkNinja (SN) shareholders choose?

Shareholders selected an annual say-on-pay vote. Results were 123,853,354 shares for one year, 205,886 for two years, 639,475 for three years, and 80,894 abstentions, plus 10,048,799 broker non-votes. The Board decided to follow this outcome until the next required frequency vote.

What changes were made to SharkNinja’s governing documents in 2026?

Shareholders approved an amendment and restatement of the Amended and Restated Memorandum and Articles of Association. The update revises shareholder disclosure requirements and advance notice periods for business proposals and director nominations, and makes other immaterial changes, aligning practices more closely with domestic market standards.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 285.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB