Tractor Supply (NASDAQ: TSCO) investors back directors, pay and auditor
Filing Impact
Filing Sentiment
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.
Positive
- None.
Negative
- None.
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"
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.
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)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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 | ||||||||||||
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 | |||||||||||
FAQ
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.