TIC Solutions (TIC) investors elect full board, ratify PwC and choose annual say-on-pay

Rhea-AI Filing Summary

TIC Solutions, Inc. reported results from its Annual Meeting of Stockholders held on July 1, 2026. Stockholders elected eleven directors, each to serve until the 2027 annual meeting and until a successor is elected and qualified, with vote totals generally ranging around 136.9–140.7 million shares in favor and approximately 4.1 million or fewer against for any nominee.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 151,810,085 votes for, 10,263,809 against, and 105,842 abstentions. In an advisory vote on the frequency of future say‑on‑pay votes, stockholders supported holding these executive compensation votes every 1 year, receiving 118,200,122 votes, compared with 409,411 for 2 years and 1,543,471 for 3 years, plus 3,204 abstentions and 21,187,907 broker non‑votes.

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 highest-supported director: 140,676,132 votes Votes against most-contested director: 14,526,110 votes Auditor ratification votes for: 151,810,085 votes +4 more

7 metrics

Votes for highest-supported director 140,676,132 votes For election of director Benjamin Heraud

Votes against most-contested director 14,526,110 votes Against election of director James E. Lillie

Auditor ratification votes for 151,810,085 votes Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification votes against 10,263,809 votes Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay 1-year frequency votes 118,200,122 votes Preferred frequency of advisory executive compensation votes

Say-on-pay 3-year frequency votes 1,543,471 votes Alternative frequency option for say-on-pay

Broker non-votes on director elections 21,187,907 votes Broker non-votes reported for each director proposal

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, broker non-vote, advisory vote, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"On July 1, 2026, TIC Solutions, Inc. held its Annual Meeting of Stockholders"

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-vote regulatory

"Broker Non-Vote 21,187,907"

advisory vote regulatory

"the approval, on an advisory basis, of the frequency of future advisory votes"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

executive compensation financial

"future advisory votes to approve the compensation of the Company’s named executive officers"

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.

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Understanding 8-K Material Events →

Available on EDGAR 07/01/2026 - 05:01 PM Accepted by SEC EDGAR 07/01/2026 - 05:01 PM Learn about SEC filing dates

FALSE000203296600020329662026-07-012026-07-01

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

July 1, 2026

Date of Report (date of earliest event reported)

TIC Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42524

66-1076867

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer  Identification Number)

200 South Park Road, Suite 350
Hollywood, Florida 33021

(Address of principal executive offices and zip code)

(954) 495-2112

(Registrant’s telephone number, including area code)

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

Name of each exchange on which registered

Common stock, par value $0.0001 per share

TIC

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.

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 July 1, 2026, TIC Solutions, Inc. (the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the (i) election of eleven director nominees (Proposal No. 1), (ii) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2) and the approval, on an advisory basis, of the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (Proposal No. 3). The results of the votes are set forth below.

Proposal No. 1—Election of Directors

The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the Company’s 2027 Annual Meeting of Stockholders and, in each case, until his or her successor is duly elected and qualified, or such nominee’s earlier death, removal or resignation.

						For						Against						Abstain						Broker Non-Vote
			Robert A E. Franklin			140,252,152						700,820						38,857						21,187,907
			Sir Martin E. Franklin			138,094,713						2,867,903						29,213						21,187,907
			Antoinette C. Bush			140,522,375						328,970						140,484						21,187,907
			Rory Cullinan			140,161,626						703,750						126,453						21,187,907
			Elizabeth Meloy Hepding			140,335,010						516,364						140,455						21,187,907
			Benjamin Heraud			140,676,132						289,062						26,635						21,187,907
			Peter Hochfelder			140,284,062						580,624						127,143						21,187,907
			James E. Lillie			126,403,427						14,526,110						62,292						21,187,907
			Talman Pizzey			140,568,548						396,556						26,725						21,187,907
			Byron Roth			139,968,591						141,876						881,362						21,187,907
			Dickerson Wright			136,897,328						4,068,892						25,609						21,187,907

Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

			For						Against						Abstain
			151,810,085						10,263,809						105,842

Proposal No. 3—Advisory Vote on The Frequency of Future Advisory Votes to Approve Executive Compensation 

The stockholders approved, on advisory basis, the frequency of every 1 year for future advisory votes to approve the compensation of the Company’s named executive officers.

			1 Year						2 Years						3 Years						Abstain						Broker Non-Vote
			118,200,122						409,411						1,543,471						3,204						21,187,907

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			TIC Solutions, Inc.
Date: July 1, 2026			By:			/s/ Kristin Schultes
			Name:			Kristin Schultes
			Title:			Chief Financial Officer

2

FAQ

What did TIC (TIC) stockholders decide at the 2026 annual meeting?

Stockholders elected eleven directors to serve until the 2027 annual meeting and ratified PricewaterhouseCoopers LLP as auditor for 2026. They also preferred holding advisory executive compensation votes every year rather than every two or three years.

Were all TIC (TIC) director nominees elected at the 2026 annual meeting?

All eleven director nominees were elected for terms ending at the 2027 annual meeting. Each nominee received a large majority of votes cast for election, with broker non‑votes of 21,187,907 reported for each director.

How did TIC (TIC) stockholders vote on the appointment of PricewaterhouseCoopers?

Stockholders approved PricewaterhouseCoopers LLP as TIC Solutions, Inc.’s independent registered public accounting firm for 2026. The vote totals were 151,810,085 for, 10,263,809 against, and 105,842 abstentions, indicating strong support for the auditor selection.

What frequency did TIC (TIC) investors choose for say-on-pay votes?

Investors favored holding advisory votes on executive compensation every 1 year. The 1‑year option received 118,200,122 votes, versus 409,411 for 2 years and 1,543,471 for 3 years, along with 3,204 abstentions and 21,187,907 broker non‑votes.

Did TIC (TIC) report any financial results in this Form 8-K?

This Form 8-K focuses on shareholder voting outcomes from the annual meeting, not on financial performance. It details director elections, auditor ratification, and the preferred frequency of say‑on‑pay votes, without including revenue, earnings, or balance sheet figures.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB