YETI (NYSE: YETI) investors approve board slate, say-on-pay and PwC ratification

Rhea-AI Filing Summary

YETI Holdings, Inc. reported results of its 2026 Annual Meeting of Stockholders. As of the March 10, 2026 record date, 75,693,642 shares of common stock were outstanding and entitled to vote. Stockholders elected four Class II directors to serve three-year terms ending at the 2029 annual meeting.

Stockholders approved, on a non-binding advisory basis, the compensation of YETI’s named executive officers and supported holding future advisory say-on-pay votes every year. They also ratified the appointment of PricewaterhouseCoopers LLP as YETI’s independent registered public accounting firm for the fiscal year ending January 2, 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: 75,693,642 shares Votes for Robert K. Shearer: 64,820,448 votes Say-on-pay support: 65,401,738 for vs. 2,123,334 against +4 more

7 metrics

Shares entitled to vote 75,693,642 shares Common stock outstanding as of March 10, 2026 record date

Votes for Robert K. Shearer 64,820,448 votes Election as Class II director at 2026 annual meeting

Say-on-pay support 65,401,738 for vs. 2,123,334 against Advisory vote on executive compensation

Say-on-pay frequency 65,246,355 votes for 1 year Advisory vote on future say-on-pay frequency

Auditor ratification for votes 70,108,147 votes Ratification of PricewaterhouseCoopers LLP for FY ending January 2, 2027

Auditor ratification against votes 1,116,793 votes Opposed ratification of PricewaterhouseCoopers LLP

Broker non-votes on Proposal 1 3,650,396 votes Director election proposal broker non-votes

Key Terms

broker non-votes, advisory vote, say-on-pay, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"There were no broker non-votes with respect to Proposal 4."

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

"YETI’s stockholders approved, by a non-binding advisory vote, the compensation paid"

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.

say-on-pay financial

"frequency of future say-on-pay votes. YETI’s stockholders approved, by a non-binding advisory vote"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as YETI’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 2, 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.

record date financial

"As of the close of business on the record date of March 10, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

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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 7, 2026

YETI Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38713		45-5297111
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

7601 Southwest Parkway

Austin, Texas 78735

(Address of principal executive offices, including zip code)

(Registrant's telephone number, including area code): (512) 394-9384

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 (see General Instruction A.2. below):

¨	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, par value $0.01	YETI	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 7, 2026, YETI Holdings, Inc. (“YETI”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on the record date of March 10, 2026, there were 75,693,642 shares of YETI’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the following proposals were submitted to a vote of YETI’s stockholders, with the final voting results indicated below:

Proposal 1 — Election of Four Class II Directors. YETI’s stockholders elected the following four directors to serve as Class II directors for a term of three years ending at the 2029 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

		For				Withheld				Broker Non-Votes
Arne Arens			51,074,019				16,581,919				3,650,396
Mary Lou Kelley			45,130,243				22,525,695				3,650,396
Dustan E. McCoy			63,423,504				4,232,434				3,650,396
Robert K. Shearer			64,820,448				2,835,490				3,650,396

Proposal 2 — Approval, on an advisory basis, of the compensation paid to YETI’s named executive officers. YETI’s stockholders approved, by a non-binding advisory vote, the compensation paid to YETI's named executive officers.

For				Against				Abstained				Broker Non-Votes
	65,401,738				2,123,334				130,866				3,650,396

Proposal 3 — Approval, on an advisory basis, of the frequency of future say-on-pay votes. YETI’s stockholders approved, by a non-binding advisory vote, holding future advisory votes on named executive officer compensation every year. Based on such results, YETI’s Board of Directors has determined that YETI will hold its advisory vote on the compensation of its named executive officers every year until the next required vote on the frequency of the advisory vote on named executive officer compensation.

1 Year				2 Years				3 Years				Abstained
	65,246,355				155,426				2,174,458				79,699

Proposal 4 — Ratification of the Appointment of PricewaterhouseCoopers LLP as YETI’s Independent Registered Public Accounting Firm for the Fiscal Year Ending January 2, 2027. YETI’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending January 2, 2027.

For				Against				Abstained
	70,108,147				1,116,793				81,394

There were no broker non-votes with respect to Proposal 4.

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.

	YETI Holdings, Inc.
Date: May 12, 2026	By:	/s/ Bryan C. Barksdale
		Bryan C. Barksdale
		Senior Vice President, Chief Legal Officer and Secretary

FAQ

What did YETI (YETI) stockholders vote on at the 2026 annual meeting?

YETI stockholders voted on electing four Class II directors, approving executive compensation on an advisory basis, setting the frequency of future say-on-pay votes, and ratifying PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending January 2, 2027.

Were all YETI (YETI) director nominees elected at the 2026 annual meeting?

All four Class II director nominees were elected. Support ranged from 45,130,243 votes for Mary Lou Kelley to 64,820,448 votes for Robert K. Shearer, with each director receiving more votes for than withheld, plus broker non-votes recorded separately.

How did YETI (YETI) stockholders vote on executive compensation (say-on-pay)?

Stockholders approved YETI’s named executive officer compensation on a non-binding advisory basis. The vote was 65,401,738 shares for, 2,123,334 against, and 130,866 abstentions, with 3,650,396 broker non-votes recorded separately from the advisory outcome.

What frequency of future say-on-pay votes did YETI (YETI) stockholders prefer?

Stockholders favored holding say-on-pay votes every year, with 65,246,355 votes for an annual frequency. Two-year and three-year options received 155,426 and 2,174,458 votes, respectively, and 79,699 shares abstained. The board decided to follow the annual frequency choice.

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

YETI stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 2, 2027. The ratification received 70,108,147 votes for, 1,116,793 votes against, and 81,394 abstentions, with no broker non-votes on this proposal.

How many YETI (YETI) shares were eligible to vote at the 2026 annual meeting?

As of the March 10, 2026 record date, 75,693,642 shares of YETI common stock were outstanding and entitled to vote. This figure defines the maximum voting power available for electing directors and deciding the advisory and ratification proposals at the annual meeting.

Filing Exhibits & Attachments

3 documents

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