Tractor Supply holders back 2026 meeting items

Tractor Supply Company held its 2026 Annual Meeting of Stockholders on May 14, 2026.

Accepted by SEC EDGAR 05/15/2026 - 04:36 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Tractor Supply Company held its 2026 Annual Meeting of Stockholders on May 14, 2026. Stockholders elected all ten director nominees, including Joy Brown, Harry A. Lawton III, and Sonia Syngal, to serve until the next annual meeting and until their successors are elected and qualified.

Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 26, 2026, with 464,274,844 votes in favor. In addition, they approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with 376,271,033 votes for the proposal.

Following the meeting, the Board of Directors appointed Meg Ham to serve as a member of the Audit Committee.

8-K Event Classification

2 items: 5.07, 8.01

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Harry A. Lawton III director votes for: 437,937,411 votes Joy Brown director votes for: 436,550,197 votes Ernst & Young ratification votes for: 464,274,844 votes +4 more

7 metrics

Harry A. Lawton III director votes for 437,937,411 votes Election of director at 2026 Annual Meeting

Joy Brown director votes for 436,550,197 votes Election of director at 2026 Annual Meeting

Ernst & Young ratification votes for 464,274,844 votes Auditor ratification for fiscal year ending December 26, 2026

Ernst & Young ratification votes against 25,016,797 votes Auditor ratification at 2026 Annual Meeting

Say-on-pay votes for 376,271,033 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 61,137,605 votes Advisory compensation vote at 2026 Annual Meeting

Broker non-votes on say-on-pay 50,996,254 votes Advisory compensation vote at 2026 Annual Meeting

Key Terms

non-binding, advisory basis, independent registered public accounting firm, broker non-votes, named executive officers, +1 more

5 terms

non-binding, advisory basis regulatory

"voted, on a non-binding, advisory basis, in favor of the compensation"

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 regulatory

"ratified the appointment of Ernst & Young 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-votes regulatory

"For | Against | Abstain | 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.

named executive officers financial

"compensation of the named executive officers of the Company was approved"

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.

Audit Committee regulatory

"the Board of Directors appointed Meg Ham to serve as a member of the Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

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

What did Tractor Supply (TSCO) stockholders approve at the 2026 Annual Meeting?

Stockholders elected all ten director nominees, ratified Ernst & Young LLP as auditor for fiscal 2026, and approved on a non-binding advisory basis the compensation of Tractor Supply’s named executive officers, reflecting broad support for the company’s governance and pay programs.

How did Tractor Supply (TSCO) investors vote on the auditor ratification?

Investors strongly ratified Ernst & Young LLP as Tractor Supply’s independent registered public accounting firm for fiscal 2026, with 464,274,844 votes for, 25,016,797 against, and 946,098 abstentions, indicating substantial support for the company’s chosen external auditor.

What were the results of the say-on-pay vote for Tractor Supply (TSCO)?

Stockholders approved Tractor Supply’s named executive officer compensation on a non-binding advisory basis, with 376,271,033 votes for, 61,137,605 against, 1,832,847 abstentions, and 50,996,254 broker non-votes, signaling general shareholder backing of the company’s compensation practices.

Which directors received the highest support at Tractor Supply’s 2026 meeting?

Directors such as Harry A. Lawton III and Sonia Syngal received strong support, with 437,937,411 and 437,805,170 votes for, respectively, while all ten nominees were elected, demonstrating widespread shareholder endorsement of the board slate presented.

Did Tractor Supply (TSCO) make any committee changes after the 2026 Annual Meeting?

Following the Annual Meeting, Tractor Supply’s Board of Directors appointed director Meg Ham to serve as a member of the Audit Committee, expanding her governance responsibilities in overseeing financial reporting and audit-related matters for the company.

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

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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 15, 2026 (May 14, 2026)

TRACTOR SUPPLY COMPANY

__________________________________________

(Exact name of registrant as specified in its charter)


Delaware	000-23314	13-3139732
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5401 Virginia Way, Brentwood, Tennessee 37027

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (615) 440-4000


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 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 Securities Exchange Act of 1934:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.008 par value

TSCO

NASDAQ Global Select 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.

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Tractor Supply Company (the “Company”) was held on May 14, 2026. At the Annual Meeting, the stockholders elected each of the Company’s nominees for director to serve until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified. In addition, at the Annual Meeting, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026 and voted, on a non-binding, advisory basis, in favor of the compensation of the named executive officers of the Company.

The voting results of the director elections, ratification of the appointment of Ernst & Young LLP, and advisory vote on the compensation of the named executive officers, which were described in more detail in the definitive proxy statement relating to the Annual Meeting that the Company filed with the Securities and Exchange Commission on March 26, 2026, are set forth below.

(1) Each director was elected by the following tabulation:


	For	Against	Abstain	Broker Non-Votes
Joy Brown	436,550,197	2,056,663	634,625	50,996,254
André Hawaux	436,694,574	1,891,697	655,214	50,996,254
Edna K. Morris	414,628,492	23,987,675	625,318	50,996,254
Ricardo Cardenas	433,933,346	4,682,662	625,477	50,996,254
Denise L. Jackson	432,366,549	6,233,621	641,315	50,996,254
Mark J. Weikel	426,389,678	12,218,155	633,652	50,996,254
Meg Ham	436,627,737	1,976,151	637,597	50,996,254
Ramkumar Krishnan	436,294,545	2,321,530	625,410	50,996,254
Harry A. Lawton III	437,937,411	662,237	641,837	50,996,254
Sonia Syngal	437,805,170	799,436	636,879	50,996,254

(2) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026 was approved by the following tabulation:


For	Against	Abstain
464,274,844	25,016,797	946,098

(3) The compensation of the named executive officers of the Company was approved on an advisory and non-binding basis by the following tabulation:


For	Against	Abstain	Broker Non-Votes
376,271,033	61,137,605	1,832,847	50,996,254

Item 8.01 Other Events.

Following the Annual Meeting, the Board of Directors appointed Meg Ham to serve as a member of the Audit Committee.

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.



	Tractor Supply Company

May 15, 2026	By:	/s/ Kurt D. Barton
		Name: Kurt D. Barton
		Title: Executive Vice President - Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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