Taylor Devices shareholders approve all 3 proposals

Q: What proposals did TAYD shareholders approve at the 2026 annual meeting?

Shareholders approved all three management proposals: Timothy J. Sopko’s election as a Class 2 director, ratification of Lumsden & McCormick, LLP as the independent registered public accounting firm for the fiscal year ending May 31, 2027, and named executive officer compensation on a non-binding, advisory basis.

Q: How many votes did Timothy J. Sopko receive at the TAYD annual meeting?

Timothy J. Sopko received 1,671,112 votes for election, with 151,303 votes withheld and 569,777 broker non-votes. He was elected as a Class 2 director for a three-year term expiring in 2029.

The auditor appointment was ratified for the fiscal year ending May 31, 2027, while the executive-pay vote was advisory and non-binding.

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Form Type

8-K

Rhea-AI Filing Summary

Taylor Devices, Inc. (TAYD) shareholders approved all three management proposals at the October 16, 2026 annual meeting. Timothy J. Sopko was elected as a Class 2 director for a three-year term expiring in 2029, with 1,671,112 votes for and 151,303 withheld; there were 569,777 broker non-votes.

Shareholders ratified Lumsden & McCormick, LLP as the independent registered public accounting firm for the fiscal year ending May 31, 2027. They also approved named executive officer compensation on a non-binding, advisory basis, with 1,720,222 votes for, 82,386 against and 19,807 abstentions.

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

Votes for Timothy J. Sopko: 1,671,112 votes Votes withheld for Timothy J. Sopko: 151,303 votes Director election broker non-votes: 569,777 votes +3 more

6 metrics

Votes for Timothy J. Sopko 1,671,112 votes Election as a Class 2 director at the October 16, 2026 annual meeting

Votes withheld for Timothy J. Sopko 151,303 votes Election as a Class 2 director at the October 16, 2026 annual meeting

Director election broker non-votes 569,777 votes Timothy J. Sopko’s election

Auditor ratification votes for 2,313,069 votes Ratification of Lumsden & McCormick, LLP

Executive compensation votes for 1,720,222 votes Non-binding, advisory proposal

Executive compensation votes against 82,386 votes Non-binding, advisory proposal

Key Terms

broker non-votes, non-binding, advisory basis, independent registered public accounting firm

3 terms

broker non-votes technical

"569,777 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, advisory basis regulatory

"approval, on a non-binding, advisory basis"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

independent registered public accounting firm financial

"appointment of Lumsden & McCormick, LLP as the 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What proposals did TAYD shareholders approve at the 2026 annual meeting?

Shareholders approved all three management proposals: Timothy J. Sopko’s election as a Class 2 director, ratification of Lumsden & McCormick, LLP as the independent registered public accounting firm for the fiscal year ending May 31, 2027, and named executive officer compensation on a non-binding, advisory basis.

How many votes did Timothy J. Sopko receive at the TAYD annual meeting?

Timothy J. Sopko received 1,671,112 votes for election, with 151,303 votes withheld and 569,777 broker non-votes. He was elected as a Class 2 director for a three-year term expiring in 2029.

How did TAYD shareholders vote on executive compensation?

The non-binding, advisory proposal on named executive officer compensation received 1,720,222 votes for, 82,386 against and 19,807 abstentions. There were 569,777 broker non-votes.

What were the TAYD auditor ratification vote results?

Shareholders ratified Lumsden & McCormick, LLP as the independent registered public accounting firm for the fiscal year ending May 31, 2027. The vote was 2,313,069 for, 70,728 against and 8,395 abstentions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/19/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/19/2026 - 04:05 PM EDT

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): October 16, 2026

TAYLOR DEVICES, INC.

(Exact name of registrant as specified in its charter)

New York	000-3498	16-0797789
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

90 Taylor Drive, North Tonawanda, New York		14120
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (716) 694-0800

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, $.025 par value per share

Preferred Stock Purchase Rights

TAYD

N/A

The Nasdaq Stock Market LLC

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.

On October 16, 2026, Taylor Devices, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved each of Company management’s proposals, which consisted of: (i) the election of Timothy J. Sopko as a Class 2 director, to serve a three-year term expiring in 2029; (ii) the ratification of the appointment of Lumsden & McCormick, LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2027; and (iii) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

Proposal 1: Election of Timothy J. Sopko

The following table reflects the tabulation of votes with respect to the election of Timothy J. Sopko as a Class 2 director, to serve a three-year term expiring in 2029.

Votes For	Votes Withheld	Broker Non-Votes
1,671,112	151,303	569,777

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

The following table reflects the tabulation of votes with respect to the ratification of the appointment of Lumsden & McCormick, LLP as the independent registered public accounting firm of the Company for the fiscal year ending May 31, 2027.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
2,313,069	70,728	8,395	—

Proposal 3: Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers

The following table reflects the tabulation of votes with respect to the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
1,720,222	82,386	19,807	569,777

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.

		TAYLOR DEVICES, INC.
		(Registrant)
Date: October 19, 2026	By:	/s/ Paul Heary
		Paul Heary, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents