Helios Technologies Inc — Current Report (Form 8-K)

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

HELIOS TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

(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):

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2026, Helios Technologies, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company, upon recommendation of the Company’s Board of Directors (the “Board”), approved the amendment and restatement of the Helios Technologies, Inc. 2023 Equity Incentive Plan (the “2023 Plan”).

The amendment and restatement of the 2023 Plan modifies the terms of the 2023 Plan to increase the shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) available for awards thereunder by 1,000,000 shares. The Board approved the Amendment upon recommendation of the Compensation Committee of the Board, after consideration of its alignment with the Company’s compensation philosophy and long-term incentive objectives. Other than such share increase, the amended and restated 2023 Plan does not make any other material changes to the 2023 Plan.

The foregoing description of the amended and restated 2023 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated 2023 Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Four proposals described fully in the 2026 Proxy Statement of the Company were presented for approval at the Annual Meeting. As of the record date, 33,046,358 shares of Common Stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 29,462,603 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present.

The shareholders of the Company voted on the following three matters:

Proposal 1. Election of Directors

Laura Dempsey Brown, Cariappa Chenanda and Alexander Schuetz were elected as directors to serve for a term expiring on the date of the Company’s 2029 Annual Meeting. Laura Dempsey Brown, Cariappa Chenanda and Alexander Schuetz were previously elected to serve as directors for a term expiring on the date of the Annual Meeting. Ian Walsh was elected as director to serve for a term expiring on the date of the Company’s 2027 Annual Meeting. All directors serve until their respective successors are elected and qualified or until their earlier resignation, removal from office or death. The votes cast for and withheld were as follows:

Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending January 2, 2027, as disclosed in the Company’s 2026 Proxy Statement, received the following votes:

Proposal 3. Advisory Vote to Approve Named Executive Officer Compensation

The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2026 Proxy Statement, received the following votes:

Proposal 4. Approval of the Amendment and Restatement of the Helios Technologies, Inc. 2023 Equity Incentive Plan

The proposal to approve the amendment and restatement of the Helios Technologies, Inc. 2023 Equity Incentive Plan, received the following votes:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Helios Technologies, Inc. 2023 Equity Incentive Plan (incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on May 4, 2026)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.