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): February 11, 2026
EMBECTA CORP.
(Exact name of registrant as specified in its charter)
| Delaware (State or Other Jurisdiction of Incorporation) | ||
| 001-41186 (Commission File Number) | 87-1583942 (IRS Employer Identification No.) | |
| 300 Kimball Drive, Suite 300, Parsippany, New Jersey (Address of principal executive offices) | 07054 (Zip Code) | |
| Registrant’s telephone number, including area code: (862) 401-0000 | ||
| 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 (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))
| Title of each class | Trading symbol(s) | Name of each exchange |
| Common Stock, par value $0.01 per share | EMBC | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
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.
Embecta Corp. (“embecta”) held its Annual Meeting of Stockholders on February 11, 2026 (the “2026 Annual Meeting”). The final voting results for each of the matters submitted to a vote of stockholders at the 2026 Annual Meeting are as follows:
Proposal No. 1: All of the Board of Directors’ nominees for director were elected to serve for a term of one year (until the 2027 annual meeting of stockholders), by the votes set forth in the table below.
| Nominee | For | Against | Abstain | Broker Non-Vote |
| Carrie L. Anderson | 47,769,322 | 693,720 | 63,471 | 4,679,180 |
| Robert (Bob) J. Hombach | 48,372,760 | 99,877 | 53,876 | 4,679,180 |
| Devdatt (Dev) Kurdikar | 47,928,246 | 542,967 | 55,300 | 4,679,180 |
| Milton M. Morris, Ph.D. | 48,370,925 | 103,462 | 52,126 | 4,679,180 |
| Claire Pomeroy, M.D. | 47,544,291 | 933,330 | 48,892 | 4,679,180 |
| Karen N. Prange | 48,197,900 | 266,381 | 62,232 | 4,679,180 |
| Christopher R. Reidy | 45,774,127 | 2,703,053 | 49,333 | 4,679,180 |
Proposal No. 2: The appointment of Ernst & Young LLP as embecta’s independent registered public accounting firm for fiscal year 2026 was ratified by the stockholders by the votes set forth in the table below.
| For | Against | Abstain | Broker Non-Votes |
| 53,083,728 | 55,489 | 66,476 | N/A |
Proposal No. 3: The stockholders approved, on an advisory, non-binding basis, the compensation of embecta’s named executive officers by the votes set forth in the table below.
| For | Against | Abstain | Broker Non-Votes |
| 47,665,209 | 786,816 | 74,488 | 4,679,180 |
Proposal No. 4: The stockholders approved an amendment to the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan by the votes set forth in the table below.
| For | Against | Abstain | Broker Non-Votes |
| 41,396,703 | 7,034,781 | 95,029 | 4,679,180 |
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.
| Date: February 13, 2026 | EMBECTA CORP. | |
| By: | /s/ Jeff Mann | |
| Jeff Mann | ||
| Senior Vice President, General Counsel & Product Development, and Corporate Secretary | ||