Shareholders at STAG Industrial (NYSE: STAG) approve board, auditor and pay

Rhea-AI Filing Summary

STAG Industrial, Inc. held its annual stockholder meeting on April 27, 2026, where investors voted on directors, auditors, and executive pay. Stockholders elected 11 directors to serve until the 2027 annual meeting, each receiving significantly more votes for than against.

Stockholders also approved the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 173,135,228 votes for and 3,708,133 against. In addition, the company’s executive compensation received stockholder approval in a non-binding “say-on-pay” vote, with 159,282,296 votes for and 4,899,338 against.

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

Highest director votes for: 164,134,836 votes Director broker non-votes: 12,519,594 votes Auditor ratification for: 173,135,228 votes +3 more

6 metrics

Highest director votes for 164,134,836 votes Votes for director Vicki Lundy Wilbon in Proposal 1

Director broker non-votes 12,519,594 votes Broker non-votes on each director election proposal

Auditor ratification for 173,135,228 votes Votes for ratifying PricewaterhouseCoopers LLP for 2026

Auditor ratification against 3,708,133 votes Votes against ratifying the independent auditor

Say-on-pay votes for 159,282,296 votes Votes approving executive compensation on advisory basis

Say-on-pay broker non-votes 12,519,594 votes Broker non-votes on executive compensation proposal

Key Terms

independent registered public accounting firm, broker non-votes, non-binding vote, executive compensation, +1 more

5 terms

independent registered public accounting firm financial

"ratification of the appointment of PricewaterhouseCoopers LLP as the Company’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.

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes"

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 vote financial

"the approval, by non-binding vote, of the Company’s executive compensation"

executive compensation financial

"the Company’s executive compensation was approved"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

annual meeting of stockholders financial

"held its annual meeting of stockholders"

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 27, 2026

STAG INDUSTRIAL, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-34907

27-3099608

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

One Federal Street, 23rd Floor

Boston, Massachusetts 02110

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (617) 574-4777

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:

☐ 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, $0.01 par value per share			STAG			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 and 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.

On April 27, 2026, STAG Industrial, Inc. (the “Company”) held its annual meeting of stockholders. The matters on which the stockholders voted, in person or by proxy, were:

1.the election of 11 directors to hold office until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified;

2.the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and

3.the approval, by non-binding vote, of the Company’s executive compensation.

The 11 nominees were elected, the ratification of the appointment of the independent registered public accounting firm was approved, and the Company’s executive compensation was approved. The results of the voting were as follows:

Proposal 1: Election of Directors:

Director						Votes For						Votes Against						Abstentions						Broker Non-Votes
Benjamin S. Butcher						160,274,772						4,129,906						111,036						12,519,594
Jit Kee Chin						162,898,769						1,508,514						108,431						12,519,594
Virgis W. Colbert						158,192,386						6,201,179						122,149						12,519,594
William R. Crooker						162,049,698						2,355,009						111,007						12,519,594
Michelle S. Dilley						154,098,909						10,307,788						109,017						12,519,594
Jeffrey D. Furber						158,387,659						6,015,075						112,980						12,519,594
Larry T. Guillemette						158,462,374						5,942,845						110,495						12,519,594
Francis X. Jacoby III						156,853,949						7,541,123						120,642						12,519,594
Christopher P. Marr						157,033,226						7,358,931						123,557						12,519,594
Hans S. Weger						158,490,781						5,913,201						111,732						12,519,594
Vicki Lundy Wilbon						164,134,836						246,031						134,847						12,519,594

Proposal 2: Ratification of Appointment of Independent Registered Public Accountants:

Votes For						Votes Against						Abstentions						Broker Non-Votes
173,135,228						3,708,133						191,947						—

Proposal 3: Approval of Executive Compensation:

Votes For						Votes Against						Abstentions						Broker Non-Votes
159,282,296						4,899,338						334,080						12,519,594

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.

			STAG INDUSTRIAL, INC.
			By:			/s/ Jeffrey M. Sullivan
						Jeffrey M. Sullivan
						Executive Vice President, General Counsel and Secretary
Dated: April 29, 2026

FAQ

What did STAG (STAG) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing 11 directors, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and approving executive compensation by non-binding vote. All three proposals received sufficient support and were approved at the April 27, 2026 meeting.

Were all director nominees elected at STAG (STAG)’s 2026 annual meeting?

Yes, all 11 director nominees were elected to serve until the 2027 annual meeting. Each nominee received more votes for than against, with broker non-votes reported but not affecting the election outcomes under typical voting standards.

How did STAG (STAG) stockholders vote on the auditor ratification?

Stockholders approved the ratification of PricewaterhouseCoopers LLP as STAG’s independent registered public accounting firm for 2026. The proposal received 173,135,228 votes for, 3,708,133 votes against, and 191,947 abstentions, with no broker non-votes reported on this item.

Was STAG (STAG)’s executive compensation approved by stockholders?

Yes, stockholders approved STAG’s executive compensation in a non-binding advisory vote. The proposal received 159,282,296 votes for, 4,899,338 votes against, and 334,080 abstentions, with 12,519,594 broker non-votes reported on the compensation item.

How many broker non-votes were recorded on STAG (STAG)’s proposals?

Broker non-votes totaled 12,519,594 on the director elections and executive compensation proposal. There were no broker non-votes on the auditor ratification proposal, which typically allows discretionary broker voting when beneficial owners do not provide instructions.

Filing Exhibits & Attachments

4 documents

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