Stoneridge (SRI) investors approve more LTIP shares and reelect full board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Stoneridge, Inc. reported results of its 2026 Annual Meeting of Shareholders. Shareholders approved Amendment No. 1 to the 2025 Long-Term Incentive Plan, increasing the common shares authorized for issuance under the plan by 2,650,000 shares.
All nine director nominees were elected for one-year terms, each receiving more votes "for" than "withheld." Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved a non-binding advisory resolution on 2025 compensation for Named Executive Officers.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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
Additional LTIP shares authorized: 2,650,000 shares
Auditor ratification for votes: 23,883,582 votes
Auditor ratification against votes: 194,854 votes
+5 more
8 metrics
Additional LTIP shares authorized
2,650,000 shares
Increase in common shares authorized under 2025 Long-Term Incentive Plan
Auditor ratification for votes
23,883,582 votes
For ratifying Ernst & Young LLP as 2026 auditor
Auditor ratification against votes
194,854 votes
Against ratifying Ernst & Young LLP
Say-on-pay for votes
15,986,309 votes
For 2025 compensation of Named Executive Officers
Say-on-pay against votes
5,458,156 votes
Against 2025 compensation of Named Executive Officers
LTIP amendment for votes
17,773,424 votes
For Amendment No. 1 to 2025 Long-Term Incentive Plan
LTIP amendment against votes
3,557,150 votes
Against Amendment No. 1 to 2025 Long-Term Incentive Plan
Broker non-votes on key items
2,620,208 votes
Broker non-votes on director, say-on-pay, and LTIP amendment items
Key Terms
Long-Term Incentive Plan, Broker Non-Votes, non-binding advisory resolution, Named Executive Officers, +1 more
5 terms
Long-Term Incentive Plan financial
"Amendment No. 1 the Company’s 2025 Long-Term Incentive Plan (the “Plan”), increasing the number of common shares authorized"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
Broker Non-Votes financial
"Nominee | For | Withheld | Broker Non-Votes Aron R. English | 21,416,977 | 41,339 | 2,620,208"
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.
non-binding advisory resolution financial
"A non-binding advisory resolution to approve the 2025 compensation paid to the Company’s Named Executive Officers was approved"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
Named Executive Officers financial
"A non-binding advisory resolution to approve the 2025 compensation paid to the Company’s Named Executive Officers was approved"
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
"ratify the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 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.
FAQ
Were all Stoneridge (SRI) director nominees elected at the 2026 Annual Meeting?
All nine Stoneridge director nominees were elected to one-year terms. Each nominee received more “for” votes than “withheld” votes, with support levels ranging from about 17.98 million to 21.42 million votes for, plus 2,620,208 broker non-votes reported for each director election.
How often does Stoneridge (SRI) hold say-on-pay votes on executive compensation?
Stoneridge’s policy is to hold an advisory, non-binding shareholder vote on compensation of its Named Executive Officers every year. This annual approach gives shareholders regular input on executive pay, as reflected in the 2026 Annual Meeting say-on-pay resolution results.
What key governance items were covered at Stoneridge’s 2026 Annual Meeting?
Key items included election of nine directors for one-year terms, ratification of Ernst & Young LLP as auditor for 2026, approval of a say-on-pay resolution for 2025 compensation, and approval of Amendment No. 1 to the 2025 Long-Term Incentive Plan adding 2,650,000 authorized shares.