Tiptree (NASDAQ: TIPT) investors back 4M-share plan boost, triennial pay vote

Rhea-AI Filing Summary

Tiptree Inc. held its 2026 Annual Meeting of Stockholders on April 28, 2026. Stockholders elected all three director nominees: Paul M. Friedman, Randy Maultsby and Bradley E. Smith.

They approved an amendment to the 2017 Omnibus Incentive Plan extending its term to June 6, 2037 and increasing the shares available for awards by an additional 4,000,000 shares. Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 and approved, on an advisory basis, the compensation of the named executive officers.

In a separate advisory vote on how often to hold future say-on-pay votes, the option of every three years received the most support, and the Board determined to hold advisory votes on executive compensation on a three-year cycle.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Plan share increase: 4,000,000 shares Plan term: June 6, 2037 Votes for Plan Amendment: 21,890,598 +3 more

6 metrics

Plan share increase 4,000,000 shares Additional common shares available under 2017 Omnibus Incentive Plan

Plan term June 6, 2037 Extended expiration date of 2017 Omnibus Incentive Plan

Votes for Plan Amendment 21,890,598 Votes in favor of Proposal 2 to amend 2017 Plan

Votes for auditor ratification 33,701,474 Votes in favor of Deloitte & Touche LLP for FY ending Dec. 31, 2026

Votes for say-on-pay 24,158,942 Votes in favor of named executive officer compensation

Say-on-pay frequency (three years) 18,442,287 votes Votes supporting a three-year frequency for advisory pay votes

Key Terms

2017 Omnibus Incentive Plan, independent registered public accounting firm, advisory (non-binding) vote, say-on-pay frequency vote

4 terms

2017 Omnibus Incentive Plan financial

"Amendment No. 2 to the 2017 Omnibus Incentive Plan (the “2017 Plan”)"

independent registered public accounting firm financial

"Ratification of selection of Deloitte & Touche 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.

advisory (non-binding) vote regulatory

"To approve, in an advisory (non-binding) vote, the compensation of our named executive officers."

say-on-pay frequency vote regulatory

"with respect to Proposal 5, say-on-pay frequency vote, the option of “Three Years” received the highest vote"

Understanding 8-K Material Events →

false000139372600013937262026-04-282026-04-28

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): April 28, 2026

Tiptree Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-33549	38-3754322
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
660 Steamboat Road 2nd Floor
Greenwich, Connecticut				06830
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 446-1400

(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, par value $0.001 per share		TIPT		The Nasdaq Stock Market

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.

Tiptree Inc., (the “Company”) held its 2026 Annual Meeting of Stockholders on April 28, 2026 (the “2026 Annual Meeting”). The matters voted upon at the 2026 Annual Meeting and the results of such voting are set forth below:

Proposal 1: Election of Board of Directors:

Name of Director		For		Withheld		Broker Non-Vote
Paul M. Friedman		24,141,270		5,929,346		3,718,185
Randy Maultsby		27,466,398		2,604,218		3,718,185
Bradley E. Smith		23,168,809		6,901,807		3,718,185

All director nominees were duly elected.

Proposal 2: To approve an Amendment No. 2 to the 2017 Omnibus Incentive Plan (the “2017 Plan”) to (a) extend the term of the 2017 Plan to June 6, 2037, subject to earlier termination by the Company’s Board of Directors (the “Board”), and (b) increase the number of shares of the Company’s common stock available for awards thereunder by an additional 4,000,000 shares.

For		Against		Abstain		Broker Non-Vote
21,890,598		8,163,379		16,639		3,718,185

Proposal 2 was approved.

Proposal 3: Ratification of selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For		Against		Abstain
33,701,474		76,345		10,982

Proposal 3 was approved.

Proposal 4: To approve, in an advisory (non-binding) vote, the compensation of our named executive officers.

For		Against		Abstain		Broker Non-Vote
24,158,942		5,902,699		8,975		3,718,185

Proposal 4 was approved.

Proposal 5: To determine, in an advisory (non-binding) vote, whether a stockholder vote to approve the compensation of our named executive officers should occur every one (1), two (2) or three (3) years.

One Year		Two Years		Three Years		Abstain
11,455,925		692		18,442,287		171,712

The Company held its 2026 Annual Meeting of Stockholders on April 28, 2026 and with respect to Proposal 5, say-on-pay frequency vote, the option of “Three Years” received the highest vote from our shareholders. Based on these results, and consistent with the recommendation of the Board, the Board has determined that the Company will hold an advisory vote on executive compensation every three years.

Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits:

104 Cover Page Interactive Data File (formatted as Inline XBRL).

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.

			TIPTREE INC.
Date:	April 29, 2026	By:	/s/ Michael G. Barnes
			Michael G. Barnes, Chairman & Chief Executive Officer

FAQ

What did Tiptree Inc. (TIPT) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on director elections, an amendment to the 2017 Omnibus Incentive Plan, ratification of Deloitte & Touche LLP as auditor, approval of named executive officer compensation, and the preferred frequency of future say-on-pay votes at the April 28, 2026 meeting.

Was Tiptree Inc.’s 2017 Omnibus Incentive Plan amendment approved?

Yes, the amendment to Tiptree’s 2017 Omnibus Incentive Plan was approved. It extends the plan’s term to June 6, 2037 and increases the number of shares of common stock available for awards by an additional 4,000,000 shares, providing more capacity for equity incentives.

Which directors were elected at Tiptree Inc.’s 2026 Annual Meeting?

Shareholders elected Paul M. Friedman, Randy Maultsby, and Bradley E. Smith to the Board. Each nominee received more votes "For" than "Withheld," and there were broker non-votes recorded on the election proposals, as is typical in such meetings.

Who is Tiptree Inc.’s independent auditor for the fiscal year ending December 31, 2026?

Shareholders ratified Deloitte & Touche LLP as Tiptree Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received strong support, with 33,701,474 votes for, 76,345 against, and 10,982 abstentions recorded.

How did Tiptree Inc. shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of Tiptree’s named executive officers. The vote recorded 24,158,942 shares in favor, 5,902,699 against and 8,975 abstentions, with 3,718,185 broker non-votes, indicating majority support for the executive pay program.

How often will Tiptree Inc. hold future say-on-pay votes?

In the say-on-pay frequency advisory vote, the "Three Years" option received the highest support with 18,442,287 votes. Based on these results and Board recommendations, Tiptree determined it will hold an advisory vote on executive compensation every three years going forward.

Filing Exhibits & Attachments

1 document

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