Tootsie Roll (NYSE: TR) shareholders approve directors, auditor and pay plan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Tootsie Roll Industries reported the results of its annual shareholder meeting held on May 6, 2026. Shareholders elected six directors to serve until the next annual meeting. Each nominee, including Ellen R. Gordon and Virginia L. Gordon, received a large majority of votes cast.

Shareholders also ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, the advisory vote on executive compensation for fiscal 2025 was approved, indicating broad shareholder support for the company’s pay practices for named executive officers.

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

Auditor ratification – votes for: 343,765,144 shares Auditor ratification – votes against: 4,601,904 shares Say-on-pay – votes for: 334,324,217 shares +3 more

6 metrics

Auditor ratification – votes for 343,765,144 shares Grant Thornton LLP for fiscal year ending December 31, 2026

Auditor ratification – votes against 4,601,904 shares Grant Thornton LLP appointment for 2026

Say-on-pay – votes for 334,324,217 shares Approval of named executive officer compensation for fiscal 2025

Say-on-pay – votes against 10,913,870 shares Advisory vote on executive compensation for fiscal 2025

Director election – votes for (Ellen R. Gordon) 340,344,987 shares Election to Board of Directors until next annual meeting

Director election – broker non-votes 3,041,154 shares Each director election proposal at May 6, 2026 meeting

Key Terms

broker non-votes, independent registered public accounting firm, named executive officers, shareholder advisory on named executive officer compensation, +1 more

5 terms

broker non-votes financial

"Votes For | Votes 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.

independent registered public accounting firm regulatory

"Grant Thornton LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026"

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.

named executive officers financial

"Approval of Executive Compensation of the Named Executive Officers of the Company"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

shareholder advisory on named executive officer compensation financial

"A shareholder advisory on named executive officer compensation for fiscal 2025 was approved"

Annual Meeting of Shareholders regulatory

"At the Annual Meeting of Shareholders of Tootsie Roll Industries, Inc."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/11/2026 - 11:00 AM

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: May 11, 2026

(Date of earliest event reported)

TOOTSIE ROLL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Virginia (State or other jurisdiction of incorporation)	001-01361 (Commission File Number)	22-1318955 (IRS Employer Identification No.)

7401 South Cicero Avenue
Chicago, IL 60629
(Address of principal executive offices)

Registrant’s telephone number including area code: (773) 838-3400

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 (see General Instruction A.2. below):

☐ 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 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))

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. ☐

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 $0.694 per share		TR		New York Stock Exchange

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

At the Annual Meeting of Shareholders of Tootsie Roll Industries, Inc. (the "Company") held on May 6, 2026, the proposals listed below were submitted to a vote of the shareholders. The proposals are described in the Company's definitive proxy statement for the annual meeting previously filed with the Securities and Exchange Commission. Each of the proposals was approved by the shareholders pursuant to the voting results set forth below.

Proposal 1 - Election of Directors

The six nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders and until their successors are elected and duly qualified. The tabulation of votes was:


	Votes For	Votes Withheld	Broker Non-Votes
Ellen R. Gordon Virginia L. Gordon	340,344,987 340,634,747	5,047,407 4,757,647	3,041,154 3,041,154
Lana Jane Lewis-Brent	337,645,235	7,747,159	3,041,154
Karen G. Mills	340,952,078	4,440,316	3,041,154
Michael A. Chodos	341,171,309	4,221,085	3,041,154
Paula M. Wardynski	340,760,932	4,631,462	3,041,154

Proposal 2 – Ratification of Appointment of Grant Thornton LLP as the Independent Registered Public Accounting Firm of the Company for 2026

The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2026 was ratified by a vote of 343,765,144 for the motion and 4,601,904 against the motion. Abstain votes were 66,500 and broker non-votes were 0.

Proposal 3 – Approval of Executive Compensation of the Named Executive Officers of the Company

A shareholder advisory on named executive officer compensation for fiscal 2025 was approved by vote of 334,324,217 for the motion and 10,913,870 against the motion. Abstain votes were 154,307 and broker non-votes were 3,041,154.

SIGNATURE

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 under-signed thereunto duly authorized.


May 11, 2026	TOOTSIE ROLL INDUSTRIES, INC.


	By:	/S/ G. HOWARD EMBER, JR.
		G. Howard Ember, Jr.
		Vice President Finance and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Tootsie Roll (TR) shareholders approve at the May 2026 annual meeting?

Tootsie Roll shareholders approved all proposals, including electing six directors, ratifying Grant Thornton LLP as auditor for 2026, and endorsing executive compensation for fiscal 2025 through a non-binding advisory vote. Each proposal received strong majority support.

Were all Tootsie Roll (TR) director nominees elected in 2026?

All six director nominees were elected to serve until the next annual meeting. Candidates such as Ellen R. Gordon and Virginia L. Gordon each received over 340 million votes for, with relatively few votes withheld and broker non-votes recorded separately.

Which auditing firm did Tootsie Roll (TR) shareholders ratify for fiscal 2026?

Shareholders ratified Grant Thornton LLP as Tootsie Roll’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 343,765,144 shares for, 4,601,904 against, 66,500 abstentions, and no broker non-votes reported for this proposal.

How did Tootsie Roll (TR) shareholders vote on executive compensation for 2025?

Shareholders approved the advisory vote on executive compensation for fiscal 2025. The proposal received 334,324,217 votes for, 10,913,870 against, and 154,307 abstentions, with 3,041,154 broker non-votes, signaling broad support for named executive officer pay practices.

When was Tootsie Roll’s 2026 annual shareholder meeting held?

The 2026 annual meeting of Tootsie Roll shareholders was held on May 6, 2026. At this meeting, investors voted on director elections, ratification of the independent auditor for 2026, and an advisory resolution on executive compensation for the company’s named executive officers.

What stock exchange lists Tootsie Roll (TR) common stock?

Tootsie Roll common stock, with a par value of $0.694 per share, is listed on the New York Stock Exchange under the trading symbol TR. This listing information helps investors identify and trade the company’s shares on a major U.S. securities exchange.

Filing Exhibits & Attachments

3 documents