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): April 30, 2026
RB Global, Inc.
(Exact name of registrant as specified in its charter)
| Canada | 001-13425 | 98-0626225 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Two Westbrook Corporate Center, Suite 500,Westchester, Illinois 60154
(Address of principal executive offices) (Zip Code)
(708) 492-7000
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 30, 2026 RB Global, Inc. (the “Company”) held its 2026 annual and special meeting of shareholders (the “Meeting”). All ten of the Company’s nominees to the Company’s board of directors were elected, and, except for the shareholder proposal, all other resolutions put forward at the Meeting were approved. The final results of the voting at the Meeting are set out below.
(1) Special Resolution to Determine the Number of Directors. The Company’s shareholders approved the special resolution to determine the number of directors on the Company’s Board of Directors and the number of directors to be elected at the Meeting to be ten (10). The following table sets forth the vote of the shareholders at the Meeting with respect to the approval of the special resolution:
| For | Withheld | Abstain | Broker Non-Votes | |||
| 169,477,233 | 48,029 | 57,299 | - |
(2) Election of Directors. The Company’s shareholders elected the following ten nominees to the Company’s Board of Director’s. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders, unless he or she sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:
| Nominee | For | Withheld | Broker Non-Votes | |||
| Robert G. Elton | 162,599,041 | 4,124,150 | 2,859,370 | |||
| Jim Kessler | 166,230,492 | 492,699 | 2,859,370 | |||
| Brian Bales | 166,127,293 | 595,898 | 2,859,370 | |||
| Adam DeWitt | 166,129,417 | 593,774 | 2,859,370 | |||
| Chloe Harford | 166,637,099 | 86,092 | 2,859,370 | |||
| Gregory B. Morrison | 166,153,618 | 569,573 | 2,859,370 | |||
| Timothy O’Day | 165,224,048 | 1,499,143 | 2,859,370 | |||
| Michael Sieger | 164,903,487 | 1,819,704 | 2,859,370 | |||
| Debbie Stein | 166,268,001 | 455,190 | 2,859,370 | |||
| Carol M. Stephenson | 163,742,969 | 2,980,222 | 2,859,370 |
(3) Appointment and Renumeration of Ernst & Young LLP. The Company’s shareholders approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm until the next annual meeting of the Company and authorized the audit committee of the Board to fix their remuneration. The following table sets forth the vote of the shareholders at the Meeting with respect to the appointment and renumeration of Ernst & Young LLP:
| For | Withheld | Abstain | Broker Non-Votes | |||
| 169,493,682 | 24,633 | 64,246 | - |
(4) Advisory Vote on Executive Compensation. The Company’s shareholders approved the non-binding advisory resolution, commonly known as a “Say on Pay” proposal, regarding the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the Meeting with respect to the advisory vote on executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||
| 158,806,878 | 7,713,890 | 202,423 | 2,859,370 |
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(5) Special Resolution to Empower the Directors to Determine the Number of Directors. The Company’s shareholders approved the special resolution to empower the directors of the Company, by resolution of the directors, to determine the number of directors within the minimum and maximum number set out in the Company’s Articles of Continuance. The following table sets forth the vote of the shareholders at the Meeting with respect to the approval of the special resolution:
| For | Against | Abstain | Broker Non-Votes | |||
| 168,557,096 | 948,089 | 77,376 | - |
(6) Shareholder Proposal Requiring All Shareholder Meetings Be Held in Hybrid Format. The Company’s shareholders rejected the resolution requiring the Company to adopt a policy and amend its governing documents accordingly that all shareholder meetings will be held in hybrid format with both in-person and virtual access. The following table sets forth the vote of the shareholders at the Meeting with respect to the rejection of the shareholder proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 57,913,976 | 108,715,491 | 93,724 | 2,859,370 |
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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.
| RB GLOBAL, INC. | ||
| By: | /s/ Ryan Welsh | |
| Ryan Welsh | ||
| VP Legal & Corporate Secretary | ||
Date: May 1, 2026