TEAM, Inc. (NYSE: TISI) investors OK director slate, equity plan and warrant shares

Rhea-AI Filing Summary

TEAM, Inc. reported results of its 2026 Annual Meeting of Shareholders, where investors approved an amendment adding 250,000 shares of common stock to the 2018 Equity Incentive Plan. Shareholders also re-elected three Class I directors to terms expiring at the 2029 meeting.

They gave advisory approval to 2026 named executive officer compensation and ratified KPMG LLP as independent auditor for the year ending December 31, 2026. Shareholders further approved the issuance of common shares underlying certain Stellex warrants pursuant to NYSE Listing Rule 312.03(c), including issuance below the defined Minimum Price down to the Adjustment Floor.

Insights

Corporate governance analyst

Shareholders backed all TEAM, Inc. proposals, including added equity incentives and warrant share issuance.

All five proposals at the TEAM, Inc. 2026 annual meeting passed, indicating broad shareholder support for the current board, executive pay framework, and auditor KPMG LLP. The equity incentive plan amendment adds 250,000 shares available for stock-based compensation.

Shareholders also approved issuing shares underlying Stellex warrants under NYSE Listing Rule 312.03(c), including issuance below the Minimum Price down to the Adjustment Floor. This authorization could lead to future share issuance tied to those warrants, with actual impact depending on warrant exercise and terms disclosed in the proxy statement.

8-K Event Classification

2 items: 5.02, 5.07

2 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.

Key Figures

Equity plan share increase: 250,000 shares Votes for Anthony R. Horton: 2,221,248 votes Votes for Evan S. Lederman: 2,298,663 votes +5 more

8 metrics

Equity plan share increase 250,000 shares Additional shares available under 2018 Equity Incentive Plan via Amendment No.1

Votes for Anthony R. Horton 2,221,248 votes Election as Class I director at 2026 Annual Meeting

Votes for Evan S. Lederman 2,298,663 votes Election as Class I director at 2026 Annual Meeting

Votes for K. Niclas Ytterdahl 2,297,808 votes Election as Class I director at 2026 Annual Meeting

Say-on-pay votes for 2,246,468 votes Advisory approval of 2026 named executive officer compensation

Auditor ratification votes for 2,867,656 votes Ratification of KPMG LLP as independent auditor for 2026

Stellex warrant issuance votes for 2,276,017 votes Approval of warrant share issuance under NYSE Listing Rule 312.03(c)

Equity plan amendment votes for 2,290,371 votes Approval of Amendment No.1 to 2018 Equity Incentive Plan

Key Terms

Equity Incentive Plan, Broker Non-Votes, NYSE Listing Rule 312.03(c), Minimum Price, +1 more

5 terms

Equity Incentive Plan financial

"to increase the number of shares available for issuance under the Equity Incentive Plan by 250,000 shares"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Broker Non-Votes financial

"Nominee | Votes For | Withheld | 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.

NYSE Listing Rule 312.03(c) regulatory

"Pursuant to NYSE Listing Rule 312.03(c), the Company’s shareholders approved the issuance of the shares"

Minimum Price financial

"including, as applicable, below the Minimum Price to and including the Adjustment Floor"

Adjustment Floor financial

"below the Minimum Price to and including the Adjustment Floor (each, as defined in the Proxy Statement)"

Understanding 8-K Material Events →

May 20, 2026false000031883300003188332024-05-222024-05-22

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): May 20, 2026

 TEAM, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-08604

74-1765729

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (281) 331-6154

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 CF 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, $0.30 par value			TISI			New York Stock Exchange

Indicate by check mark whether 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Team, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on May 20, 2026 (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the Company’s shareholders approved Amendment No.1 (the “Plan Amendment”) to the Second Amendment and Restatement of the Team, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”) to increase the number of shares available for issuance under the Equity Incentive Plan by 250,000 shares of common stock, par value $0.30 per share. The Plan Amendment became effective on February 18, 2026, subject to the approval of the Company’s shareholders at the Annual Meeting.

A more complete description of the terms of the Equity Incentive Plan, as amended by the Plan Amendment, can be found in “Proposal Five-Approval of Amendment No. 1 to the Second Amendment and Restatement of the Team, Inc. 2018 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entireties by reference to (i) the full text of the Equity Incentive Plan incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and (ii) the full text of the Plan Amendment, a copy of which is included in the Proxy Statement as Appendix B thereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s shareholders considered five proposals at the Annual Meeting, each of which is described in more detail in the Proxy Statement. At the Annual Meeting, the nominees for election as directors set forth in Proposal One were each re-elected and Proposals Two through Five were each approved. The matters voted upon at the Annual Meeting and the results of the votes were as follows:

Proposal One: Election of Directors

The Company’s shareholders elected three Class I directors to the Board of Directors of the Company to each serve for a three-year term expiring at the 2029 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

Nominee			Votes For			Withheld			Broker Non-Votes
Anthony R. Horton			2,221,248			83,861			589,860
Evan S. Lederman			2,298,663			6,446			589,860
K. Niclas Ytterdahl			2,297,808			7,301			589,860

Proposal Two: Advisory Vote on Named Executive Officer Compensation

The Company’s shareholders approved, on an advisory basis, named executive officer compensation for fiscal year 2026.

Votes For			Votes Against			Abstentions			Broker Non-Votes
2,246,468			6,521			52,120			589,860

Proposal Three: Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2026

The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For			Votes Against			Abstentions			Broker Non-Votes
2,867,656			25,835			1,478			0

Proposal Four: Stellex Warrant Shares Issuance Proposal

Pursuant to NYSE Listing Rule 312.03(c), the Company’s shareholders approved the issuance of the shares of common stock, par value $0.30 per share, underlying the Warrants (as defined in the Proxy Statement) in accordance with the terms thereof, including, as applicable, below the Minimum Price to and including the Adjustment Floor (each, as defined in the Proxy Statement).

Votes For			Votes Against			Abstentions			Broker Non-Votes
2,276,017			25,655			3,437			589,860

Proposal Five: Approval of Amendment No.1 to the Second Amendment and Restatement of the Team, Inc. 2018 Equity Incentive Plan

The Company’s shareholders approved Amendment No.1 to the Second Amendment and Restatement of the Team, Inc. 2018 Equity Incentive Plan.

Votes For			Votes Against			Abstentions			Broker Non-Votes
2,290,371			11,662			3,076			589,860

Exhibit number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

			TEAM, Inc.
			By:			/s/ James C. Webster
						James C. Webster
						Executive Vice President, Chief Legal Officer and Secretary

Dated: May 20, 2026

FAQ

What did TEAM (TISI) shareholders approve at the 2026 annual meeting?

Shareholders approved all five proposals, including re-electing three Class I directors, an advisory vote on 2026 executive compensation, ratifying KPMG LLP as auditor, authorizing Stellex warrant share issuance, and adding 250,000 shares to the 2018 Equity Incentive Plan.

How many additional shares did TEAM (TISI) add to its 2018 Equity Incentive Plan?

The amendment increased the plan by 250,000 shares of common stock under the Team, Inc. 2018 Equity Incentive Plan. This larger pool supports future stock-based awards to employees and directors as described in the company’s proxy statement.

Were TEAM (TISI) directors re-elected at the 2026 annual meeting?

Yes, three Class I directors were re-elected: Anthony R. Horton, Evan S. Lederman, and K. Niclas Ytterdahl. Each will serve a three-year term expiring at the 2029 Annual Meeting of Shareholders, or until a successor is duly elected and qualified.

Did TEAM (TISI) shareholders approve the Stellex warrant share issuance?

Yes, shareholders approved the Stellex warrant share issuance under NYSE Listing Rule 312.03(c). The approval covers issuing common shares underlying the warrants, including below the Minimum Price down to the Adjustment Floor, as defined in the proxy statement.

Who is TEAM (TISI) using as its independent auditor for 2026?

Shareholders ratified KPMG LLP as the 2026 auditor. The vote confirmed KPMG LLP as TEAM, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, following prior service in that role.

Was TEAM (TISI) executive compensation approved on an advisory basis?

Yes, 2026 named executive officer compensation was approved in an advisory vote. Shareholders supported the company’s pay programs for top executives, with results detailed in the annual meeting voting tables in the report.

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