dar-20260507
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 | |||||||||||||
DARLING INGREDIENTS INC. | ||||||||||||||
| (Exact Name of Registrant as Specified in Charter) | ||||||||||||||
| Delaware | 001-13323 | 36-2495346 | ||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
5601 N. MacArthur Blvd., Irving, Texas 75038
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 717-0300
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 $0.01 par value per share | DAR | New York Stock Exchange | (“NYSE”) | ||||||||
| NYSE Texas | |||||||||||
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. ☐
1
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Darling Ingredients Inc. (the “Company”) held on May 7, 2026, the stockholders elected the Company’s Board of Directors and voted upon three Board proposals contained within the Company’s Proxy Statement dated March 19, 2026.
The Board nominees were elected with the following vote:
| Nominee | For | Against | Abstentions | Broker Non-Votes | ||||||||||
| Randall C. Stuewe | 123,309,638 | 7,876,807 | 34,897 | 6,344,419 | ||||||||||
| Charles Adair | 110,259,738 | 20,540,764 | 420,840 | 6,344,419 | ||||||||||
| Robert Aspell | 130,218,275 | 962,912 | 40,155 | 6,344,419 | ||||||||||
| Larry A. Barden | 127,456,029 | 3,727,748 | 37,565 | 6,344,419 | ||||||||||
| Celeste A. Clark | 128,480,880 | 2,699,359 | 41,103 | 6,344,419 | ||||||||||
| Linda Goodspeed | 120,542,969 | 9,990,408 | 687,965 | 6,344,419 | ||||||||||
| Enderson Guimaraes | 130,208,639 | 931,319 | 81,384 | 6,344,419 | ||||||||||
| Randy L. Hill | 130,626,175 | 555,051 | 40,116 | 6,344,419 | ||||||||||
| Soren Schroder | 130,402,883 | 780,200 | 38,259 | 6,344,419 | ||||||||||
| Kurt Stoffel | 130,623,349 | 556,999 | 40,994 | 6,344,419 | ||||||||||
The stockholders voted on the following proposals and cast their votes as described below:
Board proposal to ratify the selection of KPMG LLP, independent registered public accounting firm, as the Company’s independent registered public accountant for the fiscal year ending January 2, 2027:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 126,823,697 | 10,700,222 | 41,842 | — | ||||||||
Board proposal to approve, on an advisory basis, the Company’s executive compensation:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 125,524,154 | 5,431,099 | 266,089 | 6,344,419 | ||||||||
Board proposal to approve the Company’s 2026 Omnibus Incentive Plan:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 127,451,650 | 3,637,563 | 132,129 | 6,344,419 | ||||||||
2
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.
| DARLING INGREDIENTS INC. | |||||||||||
| Date: May 8, 2026 | By: | /s/ Nick Kemphaus | |||||||||
| Nick Kemphaus | |||||||||||
| Executive Vice President, General Counsel | |||||||||||
3