Westwood Holdings (NYSE: WHG) investors approve incentive plan and exec pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Westwood Holdings Group, Inc. reported results from its virtual annual stockholders meeting held on April 30, 2026. Stockholders approved the Twelfth Amended and Restated Stock Incentive Plan, which increases the total number of shares authorized under the plan by 200,000 shares.

All nominated directors were elected, with each receiving more than 6.5 million votes "for" and over 1.3 million broker non-votes recorded. Stockholders also ratified BDO USA, P.C. as independent auditors for the year ending December 31, 2026.

The incentive plan was approved with 5,767,466 votes for, 943,420 against and 18,455 abstentions, alongside 1,301,955 broker non-votes. On a non-binding, advisory basis, stockholders approved the Company’s executive compensation, with 6,548,027 votes for, 155,657 against and 25,657 abstentions, plus 1,301,955 broker non-votes.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Incentive plan share increase: 200,000 shares Auditor ratification votes for: 7,648,256 votes Incentive plan votes for: 5,767,466 votes +3 more

6 metrics

Incentive plan share increase 200,000 shares Additional shares authorized under Stock Incentive Plan

Auditor ratification votes for 7,648,256 votes Ratification of BDO USA, P.C. for year ending December 31, 2026

Incentive plan votes for 5,767,466 votes Approval of Twelfth Amended and Restated Stock Incentive Plan

Executive compensation votes for 6,548,027 votes Non-binding advisory approval of executive compensation

Director vote example 6,718,704 votes for Election of director Janice Ryan

Broker non-votes 1,301,955 Broker non-votes on multiple proposals at annual meeting

Key Terms

Stock Incentive Plan, broker non-vote, non-binding, advisory basis, executive compensation, +1 more

5 terms

Stock Incentive Plan financial

"The Company’s stockholders approved the Twelfth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

broker non-vote regulatory

"The voting results for this Proposal 1 were as follows ... Broker Non-Vote 1,301,955"

non-binding, advisory basis regulatory

"The stockholders approved, on a non-binding, advisory basis, the Company's executive compensation"

executive compensation financial

"The stockholders approved, on a non-binding, advisory basis, the Company's executive compensation"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

independent auditors financial

"The stockholders ratified BDO USA, P.C. as the Company’s independent auditors for the year ending December 31, 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Understanding 8-K Material Events →

05/05/2026 - 04:11 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): April 30, 2026

______________________________________________________________________________________________________

WESTWOOD HOLDINGS GROUP, INC.

(Exact name of registrant as specified in charter)

______________________________________________________________________________________________________

Delaware

001-31234

75-2969997

(State or other jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of incorporation)

200 Crescent Court, Suite 1200

Dallas, Texas 75201

(Address of principal executive offices)

(214) 756-6900

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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, par value $0.01 per share	WHG	New York Stock Exchange

Indicate by checkmark 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 checkmark if the registrant has elected not to use the extended transition period for complying with any new revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced and as further described under Item 5.07, on April 30, 2026, Westwood Holdings Group, Inc. (the “Company”) virtually held its annual meeting of stockholders (the “Annual Meeting”).

The Company’s stockholders approved the Twelfth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the “Incentive Plan”). The material revisions included:

•Increase the total number of shares currently authorized under the Incentive Plan by 200,000 shares.

The Incentive Plan was included as Appendix A to the Definitive Proxy Statement filed with the SEC on March 13, 2026.

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

At the Annual Meeting, the following Proposals 1, 2, 3 and 4 were approved by the Company’s stockholders. No other business was brought before the Annual Meeting. The Proposals are described in detail in the Company’s definitive proxy statement filed with the SEC on March 13, 2026. The voting results for the Annual Meeting are set forth below.

(a)Proposal 1: The stockholders elected the directors listed below to hold office until the next annual meeting and until their respective successors shall have been duly elected and qualified. The voting results for this Proposal 1 were as follows:


Nominee	For	Against	Abstain	Broker Non-Vote
Brian O. Casey	6,612,890	111,913	4,538	1,301,955
Ellen H. Masterson	6,710,435	14,367	4,539	1,301,955
Randy A. Bowman	6,570,522	51,098	107,721	1,301,955
J. Hale Hoak	6,610,793	10,952	107,596	1,301,955
Katherine A. Murray	6,716,891	10,946	1,504	1,301,955
Janice Ryan	6,718,704	9,033	1,604	1,301,955

(b)Proposal 2: The stockholders ratified BDO USA, P.C. as the Company’s independent auditors for the year ending December 31, 2026. The voting results for this Proposal 2 were as follows:


For	Against	Abstain
7,648,256	37,285	345,755

(c)Proposal 3: The stockholders approved the Twelfth Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan. The voting results for this Proposal 3 were as follows:


For	Against	Abstain	Broker Non-Vote
5,767,466	943,420	18,455	1,301,955

(d) Proposal 4: The stockholders approved, on a non-binding, advisory basis, the Company's executive compensation. The voting results for this Proposal 4 were as follows:


For	Against	Abstain	Broker Non-Vote
6,548,027	155,657	25,657	1,301,955

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

WESTWOOD HOLDINGS GROUP, INC.

Date: May 5, 2026

/s/ Brian O. Casey

Brian O. Casey

Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Westwood Holdings Group (WHG) stockholders approve at the 2026 annual meeting?

Stockholders approved all four proposals, including electing the full slate of directors, ratifying BDO USA, P.C. as auditor for 2026, updating the Stock Incentive Plan, and giving advisory approval to the Company’s executive compensation program.

How was the Westwood (WHG) Stock Incentive Plan changed at the meeting?

Stockholders approved the Twelfth Amended and Restated Stock Incentive Plan, increasing the total number of shares currently authorized under the plan by 200,000 shares. The plan was described in detail in the definitive proxy statement and included as Appendix A to that document.

How did Westwood (WHG) stockholders vote on the incentive plan proposal?

The Stock Incentive Plan received 5,767,466 votes for, 943,420 votes against, and 18,455 abstentions, with 1,301,955 broker non-votes. This outcome reflects clear approval of the updated plan by the voting stockholders present or represented at the annual meeting.

Were Westwood Holdings Group (WHG) directors re-elected at the 2026 annual meeting?

All director nominees, including Brian O. Casey and five other directors, were elected to serve until the next annual meeting. Each nominee received more than 6.5 million votes for and over 1.3 million broker non-votes, indicating broad stockholder support.

Which auditor did Westwood (WHG) stockholders ratify for the 2026 fiscal year?

Stockholders ratified BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 7,648,256 for, 37,285 against, and 345,755 abstentions, confirming continued engagement of the same audit firm.

How did Westwood (WHG) stockholders vote on executive compensation?

On a non-binding, advisory basis, stockholders approved the Company’s executive compensation, with 6,548,027 votes for, 155,657 against, and 25,657 abstentions, plus 1,301,955 broker non-votes. This reflects overall support for current executive pay practices as presented.

Filing Exhibits & Attachments

3 documents