Snap-on (SNA) investors reelect full board and back 2026 pay plan

Rhea-AI Filing Summary

Snap-on Incorporated reported results from its 2026 Annual Meeting of Shareholders held on April 30, 2026. Shareholders elected 10 directors to one-year terms ending at the 2027 Annual Meeting, with each nominee receiving significantly more votes for than against.

Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers. There were 52,057,343 common shares outstanding and eligible to vote as of March 2, 2026.

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

Shares eligible to vote: 52,057,343 shares Say-on-pay approval votes: 41,158,810 votes for Say-on-pay opposition: 1,539,256 votes against +3 more

6 metrics

Shares eligible to vote 52,057,343 shares Common stock outstanding as of March 2, 2026 record date

Say-on-pay approval votes 41,158,810 votes for Advisory vote on named executive officer compensation

Say-on-pay opposition 1,539,256 votes against Advisory vote on executive compensation

Auditor ratification votes for 40,495,061 votes for Ratification of Deloitte & Touche LLP for fiscal 2026

Auditor ratification votes against 5,824,022 votes against Ratification of Deloitte & Touche LLP for fiscal 2026

Highest director support 40,808,720 votes for Election of director Donald J. Stebbins

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, named executive officers, +1 more

5 terms

broker non-votes financial

"as well as abstentions and broker non-votes with respect to, each individual"

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.

independent registered public accounting firm financial

"selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026"

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.

advisory basis financial

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

named executive officers financial

"compensation of the Company’s named executive officers, as disclosed in the proxy statement"

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.

record date financial

"eligible to vote as of the close of business on March 2, 2026, the record date for the 2026 Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):          April 30, 2026

Snap-on Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-07724

39-0622040

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2801 80th Street,

Kenosha,

Wisconsin

53143-5656

(Address of Principal Executive Offices, and Zip Code)

(262) 656-5200

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communication 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, $1.00 par value			SNA			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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

Snap-on Incorporated (the “Company”) held its 2026 Annual Meeting of Shareholders on April 30, 2026 (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s shareholders: (i) elected 10 members of the Company’s Board of Directors to each serve a one-year term ending at the Annual Meeting of Shareholders to be held in 2027 (the “2027 Annual Meeting”); (ii) ratified the Audit Committee’s selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for fiscal 2026; and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the 2026 Annual Meeting (the “Proxy Statement”). There were 52,057,343 shares of the Company’s common stock outstanding and eligible to vote as of the close of business on March 2, 2026, the record date for the 2026 Annual Meeting.

The directors elected to the Company’s Board of Directors for terms expiring at the 2027 Annual Meeting, and the number of votes cast for and against, as well as abstentions and broker non-votes with respect to, each individual, are set forth below:

 

Director						For						Against						Abstentions						Broker Non-Votes
David C. Adams						32,254,281						10,533,718						102,531						3,473,896
Karen L. Daniel						37,747,915						5,104,824						37,791						3,473,896
Ruth Ann M. Gillis						40,904,091						1,948,970						37,468						3,473,896
James P. Holden						35,740,568						7,091,526						58,436						3,473,896
Nathan J. Jones						38,581,847						4,250,943						57,739						3,473,896
Henry W. Knueppel						38,559,921						4,273,424						57,185						3,473,896
W. Dudley Lehman						37,390,796						5,442,744						56,989						3,473,896
Nicholas T. Pinchuk						38,000,643						4,833,812						56,074						3,473,896
Gregg M. Sherrill						40,056,459						2,779,922						54,149						3,473,896
Donald J. Stebbins						40,808,720						2,026,622						55,187						3,473,896

The proposal to ratify the Audit Committee’s selection of Deloitte as the Company’s independent registered public accounting firm for fiscal 2026 received the following votes:

 

Votes for approval:						40,495,061						Votes against:						5,824,022						Abstentions:						45,342
Broker non-votes:						0

The advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation Information” in the Proxy Statement, received the following votes:

Votes for approval:						41,158,810						Votes against:						1,539,256						Abstentions:						192,464
Broker non-votes:						3,473,896

* * *

SIGNATURES

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

 

SNAP-ON INCORPORATED

Date: May 1, 2026

By:

/s/ Richard T. Miller

Richard T. Miller

Vice President, General Counsel and Secretary

FAQ

What did Snap-on (SNA) shareholders approve at the 2026 annual meeting?

Shareholders elected 10 directors to one-year terms, ratified Deloitte & Touche as independent auditor for fiscal 2026, and approved, on an advisory basis, the compensation of Snap-on’s named executive officers as described in the proxy statement for the 2026 Annual Meeting.

How many Snap-on (SNA) shares were eligible to vote at the 2026 meeting?

A total of 52,057,343 shares of Snap-on common stock were outstanding and eligible to vote as of March 2, 2026, which was the record date for determining shareholders entitled to participate in the 2026 Annual Meeting of Shareholders.

How did Snap-on (SNA) shareholders vote on executive compensation in 2026?

The advisory vote on executive compensation passed, with 41,158,810 votes for approval, 1,539,256 votes against, and 192,464 abstentions, plus 3,473,896 broker non-votes. This reflects broad shareholder support for the company’s named executive officer pay program described in the proxy statement.

What were the 2026 auditor ratification results for Snap-on (SNA)?

Shareholders ratified Deloitte & Touche LLP as Snap-on’s independent registered public accounting firm for fiscal 2026, with 40,495,061 votes for approval, 5,824,022 votes against, and 45,342 abstentions, and no broker non-votes recorded on the auditor ratification proposal.

Did all Snap-on (SNA) director nominees get elected at the 2026 meeting?

All 10 director nominees were elected to the board for terms ending at the 2027 Annual Meeting. Each nominee, including Nicholas T. Pinchuk and Donald J. Stebbins, received more votes for than against, along with a limited number of abstentions and broker non-votes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB