Virco Mfg. (VIRC) shareholders elect directors and ratify auditor at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Virco Mfg. Corporation reported the results of its 2026 Annual Meeting of Stockholders held on June 16, 2026. A total of 15,729,543 shares were entitled to vote, and 13,708,014 shares were represented in person or by proxy.

Stockholders elected Craig L. Levra and Robert R. Lind as Class I directors, with Levra receiving 9,338,778 votes for and Lind receiving 10,734,056 votes for. An advisory vote approved the compensation of named executive officers, and stockholders ratified the appointment of Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027.

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

Shares entitled to vote: 15,729,543 shares Shares present: 13,708,014 shares Votes for Craig L. Levra: 9,338,778 votes +3 more

6 metrics

Shares entitled to vote 15,729,543 shares 2026 Annual Meeting of Stockholders

Shares present 13,708,014 shares Represented in person or by proxy at 2026 meeting

Votes for Craig L. Levra 9,338,778 votes Election as Class I director

Votes for Robert R. Lind 10,734,056 votes Election as Class I director

Votes for say-on-pay 11,187,154 votes Advisory approval of executive compensation

Votes for auditor ratification 13,686,159 votes Ratification of Baker Tilly US, LLP

Key Terms

broker non-votes, advisory basis, independent registered public accounting firm, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"with the number of votes cast for and withheld and broker non-votes set forth below"

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.

advisory basis financial

"The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027"

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.

Annual Meeting of Stockholders financial

"The Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 16, 2026."

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Understanding 8-K Material Events →

Available on EDGAR 06/17/2026 - 04:39 PM Accepted by SEC EDGAR 06/17/2026 - 04:38 PM

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): June 16, 2026

VIRCO MFG. CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-8777

95-1613718

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2027 Harpers Way

Torrance

California

90501

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (310) 533-0474

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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

VIRC

The Nasdaq Stock Market LLC

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. [ ]

TABLE OF CONTENTS


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

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

The Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 16, 2026. A total of 15,729,543 shares of common stock were entitled to vote, of which 13,708,014 shares were present in person or by proxy at the Annual Meeting. Three items of business were acted upon by the stockholders at the Annual Meeting. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below:

1. Election of Directors. Stockholders elected Craig L. Levra and Robert R. Lind, the Company’s nominees for Class I director, for a term expiring at the 2029 Annual Meeting of Stockholders, with the number of votes cast for and withheld and broker non-votes set forth below:


	Votes For	Votes Withheld	Broker Non-Votes
Craig L. Levra	9,338,778	1,889,257	2,479,979
Robert R. Lind	10,734,056	493,979	2,479,979

2. Advisory Vote on Compensation of Executive Officers. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved. The votes regarding this proposal were as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
11,187,154	21,680	19,201	2,479,979

3. Ratification of Appointment of Baker Tilly US, LLP. The proposal to ratify the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was approved. The votes regarding this proposal were as follows:


Votes For	Votes Against	Abstain
13,686,159	12,159	9,696

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.



	VIRCO MFG. CORPORATION (Registrant)

Date: June 17, 2026	/s/ Robert A. Virtue
	(Signature)
	Name:	Robert A. Virtue
	Title:	Chief Executive Officer and Chairman of the Board of Directors

Source: View Original Filing on SEC EDGAR

FAQ

What did Virco Mfg. Corporation (VIRC) report from its 2026 annual meeting?

Virco Mfg. Corporation reported voting results from its 2026 Annual Meeting of Stockholders. Shareholders elected two Class I directors, approved executive compensation on an advisory basis, and ratified Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027.

How many Virco (VIRC) shares were entitled to vote and present at the 2026 meeting?

At the 2026 Annual Meeting, 15,729,543 Virco shares were entitled to vote and 13,708,014 shares were present in person or by proxy. This turnout shows a high level of shareholder participation in electing directors and considering other management proposals at the meeting.

Which directors were elected at Virco’s 2026 Annual Meeting and for what term?

Shareholders elected Craig L. Levra and Robert R. Lind as Class I directors at the 2026 Annual Meeting. Their terms run until the 2029 Annual Meeting of Stockholders, continuing the current board composition for another three-year director class cycle at the company.

How did Virco (VIRC) shareholders vote on executive compensation in 2026?

Shareholders approved Virco’s named executive officer compensation on an advisory basis. The proposal received 11,187,154 votes for, 21,680 votes against, and 19,201 abstentions, with 2,479,979 broker non-votes, indicating strong support for the company’s current executive pay practices.

Which audit firm did Virco stockholders ratify for the fiscal year ending January 31, 2027?

Virco stockholders ratified Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027. The ratification vote totaled 13,686,159 votes for, 12,159 against, and 9,696 abstentions, confirming shareholder support for the auditor selection.

What were the vote totals for Virco director nominee Robert R. Lind in 2026?

Director nominee Robert R. Lind received 10,734,056 votes for, 493,979 votes withheld, and 2,479,979 broker non-votes. These results show that a large majority of votes cast supported his election as a Class I director through the 2029 Annual Meeting of Stockholders.

Filing Exhibits & Attachments

3 documents