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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 – May 22, 2026
(Date of earliest event reported)
SOLSTICE ADVANCED MATERIALS INC.
(Exact name of Registrant as specified in its
Charter)
| Delaware |
001-42812 |
33-2919563 |
(State
or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification
Number) |
| 115
Tabor Road |
|
| Morris
Plains, New Jersey |
07950 |
| (Address
of principal executive offices) |
(Zip
Code) |
Registrant’s telephone number, including
area code: (973) 370-8188
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 |
|
SOLS |
|
The
Nasdaq Stock Market LLC |
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 |
Solstice Advanced Materials Inc. (the “Company”)
held its Annual Meeting of Shareowners (the “Annual Meeting”) on May 22, 2026. The following matters set forth in our
Proxy Statement dated April 2, 2026 (the “2026 Proxy Statement”), which was filed with the Securities and Exchange Commission
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, were voted upon with the results indicated below.
| 1. | The shareowners elected each of the four
Class I nominees to the Board of Directors for a two-year term expiring at the 2028
annual meeting of shareowners, by the vote of the majority of votes cast, in accordance with
the Company’s Amended and Restated By-Laws. The voting results are set forth below: |
| | |
For | | |
Against | | |
Abstain | | |
Broker
Non Votes | |
| Peter Gibbons | |
| 110,273,053 | | |
| 739,107 | | |
| 149,203 | | |
| 22,797,301 | |
| Rose Lee | |
| 109,635,818 | | |
| 1,394,274 | | |
| 131,271 | | |
| 22,797,301 | |
| William Oplinger | |
| 108,733,089 | | |
| 2,278,325 | | |
| 149,949 | | |
| 22,797,301 | |
| Patrick Ward | |
| 110,260,061 | | |
| 749,070 | | |
| 152,232 | | |
| 22,797,301 | |
After the Annual Meeting, Fiona C. Laird, Sivasankaran
Somasundaram, and Matthew Trerotola continue to serve as Class II directors until the 2027 annual meeting of shareowners and Dr. Rajeev
Gautam, David Sewell, and Brian Worrell continue to serve as Class III directors until the 2028 annual meeting of shareowners.
| 2. | The shareowners approved the appointment
of Deloitte & Touche LLP as independent auditors for 2026. The voting results are
set forth below: |
| For | |
Against | |
Abstain |
| 133,593,862 | |
187,060 | |
177,742 |
| 3. | The shareowners approved, on a non-binding
advisory basis, the compensation of the Company’s named executive officers as disclosed
in the 2026 Proxy Statement. The voting results are set forth below: |
| For | |
Against | |
Abstain | |
Broker Non Votes |
| 106,377,063 | |
4,429,812 | |
354,488 | |
22,797,301 |
| 4. | The voting results on a non-binding advisory
vote on the frequency of the advisory vote on executive compensation are set forth below: |
| 1 Year | |
2 Years | |
3 Years | |
Abstain | |
Broker Non Votes |
| 107,765,801 | |
972,917 | |
2,130,347 | |
292,298 | |
22,797,301 |
Consistent with the recommendation of the Board
of Directors of the Company as set forth in the 2026 Proxy Statement and the vote of the Company’s shareowners at the Annual Meeting,
the Company is confirming that it will include an annual advisory vote on the compensation of its named executive officers in its proxy
materials until the next required shareowner vote on the frequency of advisory votes on executive compensation, which vote is expected
to be held at the Company’s 2032 Annual Meeting of Shareowners.
SIGNATURES
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.
| Date: |
May 22,
2026 |
|
SOLSTICE
ADVANCED MATERIALS INC. |
| |
|
|
|
|
| |
|
|
By:
|
/s/
Brian Rudick |
| |
|
|
|
Brian
Rudick |
| |
|
|
|
Senior
Vice President, General Counsel & Corporate Secretary |
