Vertiv (NYSE: VRT) 2026 meeting backs directors, pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Vertiv Holdings reported results from its 2026 Annual Meeting of Stockholders held virtually on June 17, 2026. Of 384,108,816 Class A shares entitled to vote, 330,526,100 shares were represented, reaching 86.05% participation and establishing a quorum.

Stockholders elected eleven directors for one-year terms, including David M. Cote, Giordano Albertazzi and others, with each nominee receiving a majority of votes cast. Stockholders also approved, on an advisory basis, compensation for named executive officers, with 260,726,180 votes for and 34,273,946 against.

In addition, stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 320,644,633 votes for and 9,573,763 against.

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 outstanding entitled to vote: 384,108,816 shares Shares represented at meeting: 330,526,100 shares Say-on-pay votes for: 260,726,180 votes +4 more

7 metrics

Shares outstanding entitled to vote 384,108,816 shares Class A common stock at 2026 Annual Meeting

Shares represented at meeting 330,526,100 shares 2026 Annual Meeting presence, 86.05% of entitled

Say-on-pay votes for 260,726,180 votes Advisory approval of executive compensation

Say-on-pay votes against 34,273,946 votes Advisory vote on executive compensation

Auditor ratification votes for 320,644,633 votes Ratification of Ernst & Young LLP for 2026

Auditor ratification votes against 9,573,763 votes Ratification of Ernst & Young LLP

Quorum participation rate 86.05% Shares represented vs. shares entitled to vote

Key Terms

Annual Meeting of Stockholders, quorum, broker non-votes, named executive officers, +1 more

5 terms

Annual Meeting of Stockholders financial

"Vertiv Holdings Co held its 2026 Annual Meeting of Stockholders in a virtual-only format via live webcast."

quorum financial

"330,526,100 shares (or 86.05%), constituting a quorum, were represented in person (online) or by proxy."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Director Nominee | For | Withhold | Broker Non-Votes … 35,120,730"

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

"Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers."

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.

independent registered public accounting firm financial

"Stockholders 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.

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Understanding 8-K Material Events →

06/18/2026 - 04:17 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 17, 2026

VERTIV HOLDINGS CO

Exact name of registrant as specified in its charter

Delaware

001-38518

81-2376902

(State or other Jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

505 N. Cleveland Ave, Westerville, Ohio 43082

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: 614-888-0246

Check the appropriate box below if the Form 8-K 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

Class A common stock, $0.0001 par value per share

VRT

New York Stock Exchange

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.

On June 17, 2026, Vertiv Holdings Co (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. Of the 384,108,816 shares of the Company’s Class A common stock outstanding and entitled to vote at the Annual Meeting, 330,526,100 shares (or 86.05%), constituting a quorum, were represented in person (online) or by proxy at the Annual Meeting.

Set forth below are the final voting results for the three proposals submitted to a vote of the stockholders at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to stockholders on April 24, 2026.

Proposal 1: Stockholders elected eleven director nominees to the Company’s Board of Directors, each for a term of one year expiring at the Company’s 2027 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, based on the following votes:


Director Nominee	For	Withhold	Broker Non-Votes
David M. Cote	267,069,506	28,335,864	35,120,730
Giordano Albertazzi	288,121,966	7,283,404	35,120,730
Joseph J. DeAngelo	221,202,989	74,202,381	35,120,730
Joseph van Dokkum	159,991,445	135,413,925	35,120,730
Roger Fradin	207,619,818	87,785,552	35,120,730
Jakki L. Haussler	283,570,346	11,835,024	35,120,730
Jacob Kotzubei	256,787,148	38,618,222	35,120,730
Matthew Louie	252,762,712	42,642,658	35,120,730
Krishna Mikkilineni	292,351,803	3,053,567	35,120,730
Edward L. Monser	244,850,263	50,555,107	35,120,730
Steven S. Reinemund	226,146,171	69,259,199	35,120,730

Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following votes:


For	Against	Abstentions	Broker Non-Votes
260,726,180	34,273,946	405,244	35,120,730

Proposal 3: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the following votes:


For	Against	Abstentions	Broker Non-Votes
320,644,633	9,573,763	307,704	0

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 undersigned hereunto duly authorized.


Date: June 18, 2026			Vertiv Holdings Co
			/s/ Stephanie Gill
			Name: Stephanie Gill
			Title: Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What happened at Vertiv (VRT) at the 2026 Annual Meeting of Stockholders?

Vertiv’s 2026 Annual Meeting approved all three management proposals. Stockholders elected eleven directors, backed executive compensation on an advisory basis, and ratified Ernst & Young LLP as auditor for the fiscal year ending December 31, 2026, with strong support across all items.

How many Vertiv (VRT) shares were represented at the 2026 Annual Meeting?

A total of 330,526,100 Vertiv Class A shares were represented at the meeting. This represented 86.05% of the 384,108,816 shares outstanding and entitled to vote, meaning a quorum was present and the meeting could validly conduct stockholder business.

Did Vertiv (VRT) stockholders approve executive compensation at the 2026 meeting?

Yes. Vertiv stockholders approved, on an advisory basis, the compensation of named executive officers. The say-on-pay resolution received 260,726,180 votes for, 34,273,946 against, and 405,244 abstentions, with 35,120,730 broker non-votes recorded on this proposal.

Which auditor did Vertiv (VRT) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Vertiv’s independent registered public accounting firm for 2026. The ratification received 320,644,633 votes for, 9,573,763 against, and 307,704 abstentions, with no broker non-votes reported on the auditor ratification proposal.

How many directors did Vertiv (VRT) elect at the 2026 Annual Meeting?

Stockholders elected eleven director nominees to one‑year terms expiring at the 2027 annual meeting. Nominees included David M. Cote, Giordano Albertazzi, Krishna Mikkilineni and others, with each candidate receiving more votes for than withheld, plus 35,120,730 broker non-votes on each item.

What was the quorum requirement and participation at Vertiv’s 2026 meeting?

Vertiv needed a quorum of shares outstanding and entitled to vote to conduct business. At the 2026 meeting, 330,526,100 of 384,108,816 eligible Class A shares were represented, equating to 86.05% participation, which satisfied the quorum requirement for stockholder action.

Filing Exhibits & Attachments

4 documents