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Solventum (NYSE: SOLV) shareholders approve directors, pay plan and PwC auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Solventum Corporation reported the results of its annual shareholder meeting held on May 15, 2026. Shareholders elected four Class II directors—Carlos Albán, Susan D. DeVore, Shirley Edwards, and Dr. Bernard A. Harris Jr.—each receiving over 113 million votes in favor, with additional broker non-votes recorded.

Shareholders also approved, on an advisory basis, the compensation of Solventum’s named executive officers, with 105,240,522 votes for and 36,603,358 against. Finally, shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 156,439,674 votes for and minimal opposition.

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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.
Election votes for Carlos Albán 113,939,793 votes for Director election at May 15, 2026 annual meeting
Election votes for Dr. Bernard A. Harris Jr. 115,208,575 votes for Director election at May 15, 2026 annual meeting
Say-on-pay support 105,240,522 votes for Advisory vote on executive compensation
Say-on-pay opposition 36,603,358 votes against Advisory vote on executive compensation
Auditor ratification votes for PwC 156,439,674 votes for Ratification of PricewaterhouseCoopers LLP for FY ending Dec. 31, 2026
Auditor ratification votes against 509,463 votes against Ratification of PricewaterhouseCoopers LLP
Broker non-votes on director elections 14,775,264 broker non-votes Each Class II director election
Broker Non-Votes financial
"Broker Non-Votes 14,775,264"
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.
advisory basis financial
"The shareholders approved, on an advisory basis, the compensation"
Named Executive Officers financial
"the compensation of Solventum’s Named Executive Officers as described"
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.
independent registered public accounting firm financial
"PricewaterhouseCoopers LLP as Solventum’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.
annual meeting of shareholders financial
"Solventum Corporation held its annual meeting of shareholders on May 15, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
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Understanding 8-K Material Events →
FALSE000196473800019647382025-05-202025-05-20

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 (Date of earliest event reported): May 15, 2026
SOLVENTUM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
File No. 001-41968
92-2008841
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1750 Yankee Doodle Road, Eagan, Minnesota
55121
(Address of Principal Executive Offices)
(Zip Code)
(Registrant’s Telephone Number, Including Area Code) (651) 733-1110
Not Applicable
(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(s)
Name of each exchange on which registered
Common Stock, Par Value $.01 Per Share
SOLV
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Solventum Corporation (“Solventum”) held its annual meeting of shareholders on May 15, 2026. Set forth below are the final voting results for each of the matters submitted to a vote of the shareholders. For more information about the proposals set forth below, please see our definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 27, 2026 (“Proxy Statement”).
Proposal Number 1: The shareholders elected each of the four Class II nominees to the Board of Directors for a two-year term by the vote of the majority of votes cast, in accordance with Solventum’s Bylaws.

NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Carlos Albán113,939,79328,222,261245,98914,775,264
Susan D. DeVore114,805,98327,423,164178,89614,775,264
Shirley Edwards114,791,44727,466,524150,07214,775,264
Dr. Bernard A. Harris Jr.115,208,57526,957,258242,21014,775,264
Proposal Number 2: The shareholders approved, on an advisory basis, the compensation of Solventum’s Named Executive Officers as described in the Proxy Statement.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
105,240,52236,603,358564,16314,775,264

Proposal Number 3: The shareholders ratified the appointment of PricewaterhouseCoopers LLP as Solventum’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
156,439,674509,463234,170N/A

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 thereunto duly authorized.
SOLVENTUM CORPORATION
By:
/s/ Wayde McMillan
Wayde McMillan
Executive Vice President and Chief Financial Officer
Dated: May 20, 2026    


Source: View Original Filing on SEC EDGAR

FAQ

What did Solventum (SOLV) shareholders decide at the 2026 annual meeting?

Solventum shareholders elected four Class II directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026, with strong majority support on each proposal.

Which directors were elected to Solventum (SOLV)’s board and with how many votes?

Shareholders elected Carlos Albán, Susan D. DeVore, Shirley Edwards, and Dr. Bernard A. Harris Jr. Each received over 113 million votes for, with separate counts of votes against, abstentions, and broker non-votes recorded for transparency.

How did Solventum (SOLV) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of Solventum’s named executive officers on an advisory basis, with 105,240,522 votes for, 36,603,358 votes against, 564,163 abstentions, and 14,775,264 broker non-votes, reflecting majority but not unanimous support.

Was Solventum (SOLV)’s auditor ratified for the 2026 fiscal year?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Solventum’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 156,439,674 votes for, 509,463 votes against, and 234,170 abstentions recorded.

What are broker non-votes in Solventum (SOLV)’s 2026 shareholder meeting results?

Broker non-votes occur when brokers hold shares for clients but are not instructed how to vote on certain proposals. Solventum reported 14,775,264 broker non-votes on the director elections and executive compensation proposals, but none for the auditor ratification item.

Filing Exhibits & Attachments

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