atro-20260528
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 28, 2026
ASTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 0-7087 | 16-0959303 | |||||||||||||||
| (State of Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
130 Commerce Way East Aurora, New York | 14052 | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant's telephone number, including area code: (716) 805-1599
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, $.01 par value per share | ATRO | The NASDAQ Stock Market LLC | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
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 28, 2026, Astronics Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the following:
1.The election of the Board of Directors;
2.The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the current fiscal year;
3.A non-binding shareholder advisory vote on the compensation of the Company’s named executive officers;
4.The adoption of the Astronics Corporation 2026 Long Term Incentive Plan (the “2026 LTIP”); and
5.The adoption of the Astronics Corporation 2026 Employee Stock Purchase Plan (the “ESPP”).
In accordance with the Company’s Restated Certificate of Incorporation, as amended, on all agenda items the holders of Astronics common shares and Class B shares voted together as one class, with each common share entitled to one vote and each Class B share entitled to ten votes.
The final voting results on each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:
1.Election of the Board of Directors. The nominees to the Board of Directors were elected based on the following votes:
| For | Withheld | Broker Non-Votes | |||||||||
| Robert T. Brady | 43,173,049 | 3,211,885 | 5,512,038 | ||||||||
| Jeffry D. Frisby | 46,061,671 | 323,263 | 5,512,038 | ||||||||
| Peter J. Gundermann | 45,870,198 | 514,736 | 5,512,038 | ||||||||
| Warren C. Johnson | 38,776,245 | 7,608,689 | 5,512,038 | ||||||||
| Robert S. Keane | 36,454,346 | 9,930,588 | 5,512,038 | ||||||||
| Neil Y. Kim | 46,089,334 | 295,600 | 5,512,038 | ||||||||
| Mark Moran | 35,331,124 | 11,053,810 | 5,512,038 | ||||||||
| Linda O’Brien | 38,752,044 | 7,632,890 | 5,512,038 | ||||||||
| Fay West | 45,224,634 | 1,160,300 | 5,512,038 | ||||||||
2.Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026. A total of 51,289,688 votes were cast for the proposal, 523,194 votes were cast against it and 84,090 votes abstained. There were no broker non-votes on the proposal. The affirmative votes constituted more than a majority of the votes represented at the meeting, the number needed to approve the proposal.
3.The non-binding shareholder advisory vote on the compensation of the Company's named executive officers. A total of 44,813,274 votes were cast for the proposal, 1,366,153 votes were cast against it and 205,507 votes abstained. There were 5,512,038 broker non-votes on the proposal. The shareholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy.
4.The adoption of the Astronics Corporation 2026 Long Term Incentive Plan. A total of 42,885,555 votes were cast for the proposal, 3,344,537 votes were cast against it and 154,842 votes abstained. There were 5,512,038 broker non-votes on the proposal. The affirmative vote constituted more than a majority of the votes represented at the meeting, the number needed to approval the proposal.
5.The adoption of the Astronics Corporation 2026 Employee Stock Purchase Plan. A total of 46,218,739 votes were cast for the proposal, 146,323 votes were cast against it and 19,872 votes abstained. There were 5,512,038 broker non-votes on the proposal. The affirmative vote constituted more than a majority of the votes represented at the meeting, the number needed to approval the proposal.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Astronics Corporation | |||||||||||
| Date: | May 28, 2026 | By: | /s/ Nancy L. Hedges | ||||||||
| Nancy L. Hedges | |||||||||||
| Vice President and Chief Financial Officer | |||||||||||