UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) | April 8, 2026 |
PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)
| Connecticut | 0-15451 | 06-0854886 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 15 Secor Road, Brookfield, CT | | 06804 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s Telephone Number, including area code | (203) 775-9000 |
| (Former name or former address, if changed since last report) |
Securities registered or to be 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 | PLAB | NASDAQ Global Select Market |
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)) |
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 April 8, 2026, the Company held its annual meeting of shareholders (the “Annual Meeting”) at the offices of Photronics, Inc., 15 Secor Road, Building 1, Brookfield, Connecticut 06804 and on the Internet via live webcast at www.viewproxy.com/PLAB/2026. At the Annual Meeting, the Company’s shareholders approved three (3) proposals. The proposals are described in detail in the proxy statement relating to the annual meeting.
Proposal 1
The Company’s shareholders elected eight (8) individuals to the Board of Directors as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Michelle Almeida | 40,814,195 | 66,498 | 4,782,351 |
| David A. Garcia | 40,419,518 | 461,175 | 4,782,351 |
| Dr. Frank Lee | 39,986,306 | 894,387 | 4,782,351 |
| Adam Lewis | 39,302,318 | 1,578,375 | 4,782,351 |
| Daniel Liao | 35,474,107 | 5,406,586 | 4,782,351 |
| Constantine S. Macricostas | 35,643,875 | 5,236,818 | 4,782,351 |
| George C. Macricostas | 40,069,347 | 811,346 | 4,782,351 |
| Mitchell G. Tyson | 40,460,795 | 419,898 | 4,782,351 |
Proposal 2
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026 as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 44,791,040 | 847,897 | 24,102 | 4,782,351 |
Proposal 3
The Company’s shareholders approved by non-binding vote a resolution relating to the compensation of the named executive officers of the Company as described in the compensation discussion and analysis and the narrative disclosure included in the proxy statement relating to the annual meeting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 38,999,556 | 1,790,769 | 90,363 | 4,782,351 |
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.
| PHOTRONICS, INC. (Registrant) | ||
| | ||
| | By: | /s/ Christopher J. Lutzo |
| | Name: | Christopher J. Lutzo |
| | Title: | Vice President, General Counsel and Secretary |
| Date: April 9, 2026 |