jbt-20260514
| 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 14, 2026
JBT Marel Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-34036 | 91-1650317 | ||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
333 West Wacker Drive, Suite 3400
Chicago, IL 60606
(Address of principal executive offices, including Zip Code)
(312) 861-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Forms 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(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.01 per share | JBTM | 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 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.
JBT Marel Corporation (the “Company”) held its Annual Meeting of Stockholders on May 14, 2026 (the “Annual Meeting”). At the Annual Meeting, there were 46,668,495 shares of the Company’s common stock represented to vote either in person or by proxy, which represented a quorum. Stockholders voted on the following matters at the Annual Meeting: (1) election of ten nominees to serve as directors until the annual meeting of stockholders to be held in 2027; (2) an advisory vote to approve the compensation of the Company’s named executive officers; and (3) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Set forth below are the matters acted upon at the Annual Meeting and final voting results on each such matter as reported by the Company’s inspector of elections.
Proposal 1: Election of Directors
| NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| Barbara L. Brasier | 45,217,016 | 289,292 | 21,541 | 1,140,646 | ||||||||||
| Brian A. Deck | 45,465,445 | 48,513 | 13,891 | 1,140,646 | ||||||||||
| Alan D. Feldman | 44,832,987 | 672,179 | 22,683 | 1,140,646 | ||||||||||
| Svafa Grönfeldt | 45,462,686 | 51,755 | 13,408 | 1,140,646 | ||||||||||
| Ólafur S. Gudmundsson | 45,213,354 | 299,959 | 14,536 | 1,140,646 | ||||||||||
| Charles L. Harrington | 45,140,565 | 366,171 | 21,113 | 1,140,646 | ||||||||||
| Lawrence V. Jackson | 45,214,306 | 291,849 | 21,694 | 1,140,646 | ||||||||||
| Polly B. Kawalek | 43,893,529 | 1,620,316 | 14,004 | 1,140,646 | ||||||||||
| Arnar Thor Másson | 45,205,460 | 300,058 | 22,331 | 1,140,646 | ||||||||||
| Ann E. Savage | 45,463,313 | 51,179 | 13,357 | 1,140,646 | ||||||||||
Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 42,078,943 | 3,116,022 | 332,884 | 1,140,646 | ||||||||
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2026
| FOR | AGAINST | ABSTAIN | ||||||
| 46,589,275 | 25,979 | 53,241 | ||||||
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.
| JBT Marel Corporation | ||||||||||||||
| Date: May 19, 2026 | By: | /s/ James C. Pelletier | ||||||||||||
| Name | James C. Pelletier | |||||||||||||
| Title | Executive Vice President, General Counsel and Secretary | |||||||||||||