Stockholders at Walker & Dunlop (NYSE: WD) cast 2026 meeting votes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Walker & Dunlop, Inc. reported the final voting results from its 2026 Annual Meeting of Stockholders held on May 19, 2026. Stockholders cast between 24.5 million and 26.3 million votes in favor of each of eight director nominees, with comparatively few votes against or abstentions and over 3.0 million broker non-votes on each director item.

On another matter, stockholders cast 28,770,885 votes for, 802,840 against, and 16,838 abstentions. A further item received 18,276,382 votes for, 7,493,052 against, 723,057 abstentions, and 3,098,072 broker non-votes.

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

Highest director votes for: 26,253,694 votes Lowest director votes for: 24,527,570 votes Broker non-votes on director items: 3,098,072 shares +3 more

6 metrics

Highest director votes for 26,253,694 votes Votes for Ernest Freedman at 2026 Annual Meeting

Lowest director votes for 24,527,570 votes Votes for Donna Wells at 2026 Annual Meeting

Broker non-votes on director items 3,098,072 shares Broker non-votes recorded for each director election

Proposal with strongest support 28,770,885 for vs 802,840 against Non-director matter vote totals

More divided proposal 18,276,382 for vs 7,493,052 against Another non-director matter vote totals

Abstentions on more divided proposal 723,057 abstentions Same non-director matter at 2026 Annual Meeting

Key Terms

Annual Meeting of Stockholders, Broker Non-votes, Emerging growth company, Section 13 or 15(d) of the Securities Exchange Act of 1934, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Broker Non-votes financial

"Abstentions | | Broker Non-votes Ernest Freedman"

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.

Emerging growth company regulatory

"Emerging growth company Item 5.07."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Section 13 or 15(d) of the Securities Exchange Act of 1934 regulatory

"Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934"

Votes Against financial

"Votes For | | Votes Against | | Abstentions"

Understanding 8-K Material Events →

05/21/2026 - 04:45 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): May 19, 2026

Walker & Dunlop, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-35000		80-0629925
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7272 Wisconsin Avenue
Suite 1300

Bethesda, MD

20814

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (301) 215-5500

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	Name of each exchange on which registered
Common Stock, par value $0.01 per share	WD	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 May 19, 2026, Walker & Dunlop, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The following are the matters voted upon at the Annual Meeting and the final results of the votes on such matters:

Election of directors for a one-year term expiring at the 2027 Annual Meeting of Stockholders:

	Votes For	Votes Against	Abstentions	Broker Non-votes
Ernest Freedman	26,253,694	112,513	126,284	3,098,072
Jeffery R. Hayward	25,818,346	547,219	126,926	3,098,072
Ellen Levy	24,913,161	1,452,928	126,402	3,098,072
Gary S. Pinkus	26,040,146	341,438	110,907	3,098,072
John Rice	25,539,835	841,168	111,488	3,098,072
Dana L. Schmaltz	25,578,262	803,198	111,031	3,098,072
William M. Walker	26,015,443	363,367	113,681	3,098,072
Donna Wells	24,527,570	1,849,679	115,242	3,098,072

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

Votes For		Votes Against		Abstentions		Broker Non-votes
28,770,885		802,840		16,838		—

Advisory resolution to approve executive compensation:

Votes For		Votes Against		Abstentions		Broker Non-votes
18,276,382		7,493,052		723,057		3,098,072

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.

	WALKER & DUNLOP, INC. (Registrant)

Date: May 21, 2026	By:	/s/ Daniel J. Groman
		Name:	Daniel J. Groman
		Title:	Executive Vice President, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Walker & Dunlop (WD) disclose in its latest Form 8-K?

Walker & Dunlop disclosed final voting results from its 2026 Annual Meeting of Stockholders. The filing details vote counts for eight director nominees and two additional matters, including for, against, abstentions, and broker non-votes.

How many votes did Walker & Dunlop (WD) director nominees receive at the 2026 meeting?

Each director nominee received strong support, with votes for ranging from 24,527,570 to 26,253,694. Votes against individual nominees stayed below roughly 1.85 million, alongside modest abstentions and 3,098,072 broker non-votes on each director item.

Were there broker non-votes at the Walker & Dunlop (WD) 2026 Annual Meeting?

Yes. Each director election item recorded 3,098,072 broker non-votes. One of the additional matters also shows 3,098,072 broker non-votes, indicating some shares were present but not voted on those specific proposals.

What were the vote results for a key non-director matter at Walker & Dunlop (WD)?

One matter received 28,770,885 votes for, 802,840 against, and 16,838 abstentions. These results indicate substantial stockholder support, with only a relatively small number of shares voted against or abstaining.

How closely divided were stockholders on any Walker & Dunlop (WD) proposal?

One item had 18,276,382 votes for, 7,493,052 against, and 723,057 abstentions, plus 3,098,072 broker non-votes. While support exceeded opposition, this proposal had a more meaningful level of votes cast against than the others.

Who signed Walker & Dunlop’s (WD) Form 8-K reporting the vote results?

The Form 8-K was signed on behalf of Walker & Dunlop by Daniel J. Groman, who is identified as Executive Vice President, General Counsel & Secretary, confirming the report’s authorization by senior legal leadership.

Filing Exhibits & Attachments

3 documents