Weis Markets (NYSE: WMK) holders approve pay plan and 3-year vote cycle

Q: Which audit firm did Weis Markets shareholders ratify for fiscal 2026?

Shareholders ratified RSM US LLP as Weis Markets’ independent registered public accounting firm for the fiscal year ending December 26, 2026. The ratification drew 22,554,088 votes for, 75,968 against and 14,467 abstentions, with no broker non-votes reported for this proposal.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Weis Markets, Inc. reported the results of its annual shareholder meeting, where all five director nominees were elected and management proposals were approved.

Shareholders elected Jonathan H. Weis with 18,535,422 votes for and 2,655,872 votes withheld, and gave similar majorities to Harold G. Graber, Dennis G. Hatchell, Edward J. Lauth III and Gerrald B. Silverman. They ratified RSM US LLP as independent registered public accounting firm for the fiscal year ending December 26, 2026, with 22,554,088 votes for and 75,968 against. Investors also approved, on an advisory basis, executive compensation with 19,063,321 votes for and 2,106,873 against, and recommended holding future advisory votes on pay every three years, supported by 12,602,848 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

Votes for Jonathan H. Weis: 18,535,422 votes Votes withheld for Jonathan H. Weis: 2,655,872 votes Auditor ratification votes for RSM US LLP: 22,554,088 votes +4 more

7 metrics

Votes for Jonathan H. Weis 18,535,422 votes Director election at annual meeting

Votes withheld for Jonathan H. Weis 2,655,872 votes Director election at annual meeting

Auditor ratification votes for RSM US LLP 22,554,088 votes Ratification for fiscal year ending December 26, 2026

Auditor ratification votes against 75,968 votes RSM US LLP appointment

Say-on-pay votes for 19,063,321 votes Advisory vote on executive compensation

Say-on-pay votes against 2,106,873 votes Advisory vote on executive compensation

Votes for 3-year pay vote frequency 12,602,848 votes Advisory vote on say-on-pay frequency

Key Terms

independent registered public accounting firm, Broker Non-Votes, advisory vote, executive compensation, +1 more

5 terms

independent registered public accounting firm financial

"ratification of appointment of the independent registered public accounting firm for the fiscal year ending December 26, 2026"

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 financial

"Votes Cast For | Votes Cast Against | Votes Withheld | 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.

advisory vote financial

"The shareholders voted upon and approved, by an advisory vote, the executive compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

executive compensation financial

"advisory vote to approve the executive compensation of the Company’s named executive officers"

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.

frequency of the advisory vote financial

"Advisory vote on the frequency of the advisory vote to approve executive compensation"

Understanding 8-K Material Events →

04/30/2026 - 04:02 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

WEIS MARKETS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or other jurisdiction of incorporation)

1-5039		24-0755415
(Commission File Number)		(IRS Employer Identification No.)

1000 South Second Street
Sunbury, PA		17801
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (570) 286-4571

N/A

(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 exchange on which registered
Common stock, no par value	WMK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 Annual Meeting of the Shareholders of Weis Markets, Inc. was held on Thursday, April 30, 2026, at 10:00 a.m., Eastern Daylight Time, at the principal office of the Company, 1000 South Second Street, Sunbury, PA 17801. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the nominees as listed in the proxy statement. The meeting was held for the following purposes:

Management Proposal #1: Election of Directors

All five nominees for director, as listed below, were elected. The terms of the directors will be until the next Annual Meeting of Shareholders or until their respective successors have qualified. The results of the election of directors were as follows:


Director	Votes Cast For	Votes Cast Against	Votes Withheld	Abstain	Broker Non-Votes
Jonathan H. Weis	18,535,422	---	2,655,872	---	1,453,230
Harold G. Graber	14,749,147	---	6,442,147	---	1,453,230
Dennis G. Hatchell	20,859,519	---	331,774	---	1,453,230
Edward J. Lauth, III	20,665,254	---	526,029	---	1,453,240
Gerrald B. Silverman	20,374,579	---	816,715	---	1,453,230

Management Proposal #2: Ratification of Appointment of the Independent Registered Public Accounting Firm

The shareholders voted upon and approved the ratification of appointment of the independent registered public accounting firm for the fiscal year ending December 26, 2026. The result of the ratification of the appointment of RSM US LLP as the independent registered public accounting firm of the Company was as follows:


Votes Cast For	Votes Cast Against	Votes Withheld	Abstain	Broker Non-Votes
22,554,088	75,968	---	14,467	0

Management Proposal #3: Advisory vote to approve the executive compensation of the Company’s named executive officers.

The shareholders voted upon and approved, by an advisory vote, the executive compensation of the Company's named executive officers. The result of the advisory vote to approve the executive compensation of the Company's named executive officers was as follows:


Votes Cast For	Votes Cast Against	Votes Withheld	Abstain	Broker Non-Votes
19,063,321	2,106,873	---	21,096	1,453,233

Management Proposal #4: Advisory vote on the frequency of the advisory vote to approve executive compensation.

The shareholders voted upon and recommended, by an advisory vote, to hold future advisory votes to approve executive compensation every three years. The Company will hold such a vote every three years. The result of the advisory vote on the frequency of the future advisory votes to approve the executive compensation of the Company's named executive officers was as follows:


Every 1 Year	Every 2 Years	Every 3 Years	Abstain	Broker Non-Votes
8,569,433	8,360	12,602,848	10,651	1,453,232

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.


		WEIS MARKETS, INC.


		By: /s/ Michael T. Lockard
		Name: Michael T. Lockard
		Title: Senior Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)


Dated: April 30, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Weis Markets (WMK) shareholders decide at the 2026 annual meeting?

Weis Markets shareholders approved all management proposals at the 2026 annual meeting. They elected five directors, ratified RSM US LLP as auditor for 2026, approved executive compensation on an advisory basis, and recommended holding future say-on-pay votes every three years.

Were all Weis Markets director nominees elected at the April 30, 2026 meeting?

Yes, all five Weis Markets director nominees were elected. Jonathan H. Weis received 18,535,422 votes for and 2,655,872 votes withheld, with the other nominees also obtaining clear majorities, confirming the full slate for terms lasting until the next annual meeting.

Which audit firm did Weis Markets shareholders ratify for fiscal 2026?

Shareholders ratified RSM US LLP as Weis Markets’ independent registered public accounting firm for the fiscal year ending December 26, 2026. The ratification drew 22,554,088 votes for, 75,968 against and 14,467 abstentions, with no broker non-votes reported for this proposal.

How did Weis Markets (WMK) shareholders vote on executive compensation?

Weis Markets shareholders approved, on an advisory basis, the compensation of the company’s named executive officers. The say-on-pay resolution received 19,063,321 votes for, 2,106,873 against, 21,096 abstentions and 1,453,233 broker non-votes, indicating broad but not unanimous support for the pay program.

What frequency of say-on-pay votes did Weis Markets shareholders prefer?

Shareholders recommended that Weis Markets hold advisory votes on executive compensation every three years. The three-year option received 12,602,848 votes, compared with 8,569,433 for one year, 8,360 for two years, and 10,651 abstentions, and the company will follow the three-year frequency.

How strong was support for Weis Markets’ 2026 auditor ratification?

Support for the 2026 auditor ratification at Weis Markets was very high. RSM US LLP received 22,554,088 votes for appointment, with only 75,968 votes against and 14,467 abstentions, and there were no broker non-votes recorded on this auditor ratification item.

Filing Exhibits & Attachments

3 documents