Hillman Solutions Corp. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$HLMN
Industrial Machinery/Components
Consumer Discretionary
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): June 3, 2025
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
2021 Equity Incentive Plan Amendment
At the Annual Meeting of Stockholders of Hillman Solutions Corp. (the “Company”) held June 3, 2025 (the “Annual Meeting”), the stockholders of the Company approved an amendment (the “2021 Equity Incentive Plan Amendment”) to the 2021 Equity Incentive Plan. The 2021 Equity Incentive Plan Amendment adds 1,800,000 shares of common stock to the share pool previously available under the 2021 Equity Incentive Plan. Additional details of the 2021 Equity Incentive Plan Amendment are included in the Company’s definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 21, 2025.
A copy of the 2021 Equity Incentive Plan, as amended on June 3, 2025, is included as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Equity Incentive Plan, as amended on June 3, 2025.
ESPP Amendment
At the Annual Meeting, the stockholders of the Company approved an amendment (the “ESPP Amendment”) to the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP Amendment adds 1,000,000 shares of common stock to the share pool previously available under the ESPP. Additional details of the ESPP Amendment are included in the Company’s definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 21, 2025.
A copy of the ESPP, as amended on June 3, 2025, is included as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the ESPP, as amended on June 3, 2025.
Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The Annual Meeting was held on June 3, 2025 via live webcast. At the Annual Meeting, the Company’s stockholders considered and voted on the matters set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2025. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
Proposal 1 - Elect three directors, each for a term that expires in 2026.
| Name of Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||
| Jon Michael Adinolfi | 169,621,695 | 1,229,017 | 13,948 | 8,587,993 | |||||||||||||||||||
| Douglas J. Cahill | 163,387,037 | 7,465,651 | 11,972 | 8,587,993 | |||||||||||||||||||
| Diane C. Honda | 169,206,399 | 1,642,104 | 16,157 | 8,587,993 | |||||||||||||||||||
Based on the voting results set forth above, Mr. Adinolfi, Mr. Cahill, and Ms. Honda were each duly elected as directors with terms expiring at the 2026 Annual Meeting of Stockholders.
Proposal 2 - Approve, by non-binding vote, the compensation of our named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 167,697,660 | 3,145,466 | 21,534 | 8,587,993 | ||||||||
Based on the voting results set forth above, the fiscal 2024 compensation of the Company’s named executive officers was approved on an advisory basis.
Proposal 3 - Approve an increase in the number of shares reserved under our 2021 Equity Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 161,117,312 | 9,739,432 | 7,916 | 8,587,993 | ||||||||
Based on the voting results set forth above, the increase in the number of shares reserved under our 2021 Equity Incentive Plan was approved.
Proposal 4 - Approve an increase in the number of shares reserved under our Employee Stock Purchase Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 170,556,648 | 301,644 | 6,368 | 8,587,993 | ||||||||
Based on the voting results set forth above, the increase in the number of shares reserved under our Employee Stock Purchase Plan was approved.
Proposal 5 - Ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 179,414,505 | 26,728 | 11,420 | — | ||||||||
Based on the voting results set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2025 was duly ratified.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| Date: June 3, 2025 | Hillman Solutions Corp. | ||||||||||
By: | /s/ Robert O. Kraft | ||||||||||
Name: | Robert O. Kraft | ||||||||||
Title: | Chief Financial Officer | ||||||||||