Phibro Animal Health Corporation filed SEC Form 8-K: Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 5, 2025 (
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 5, 2025, Phibro Animal Health Corporation issued a press release announcing its operating results for the fiscal quarter ended September 30, 2025 and its financial guidance for the fiscal year ending June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this report, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On November 4, 2025, the Corporation held its annual meeting of stockholders (the “Meeting”). Present at the Meeting in person or by proxy were holders of 14,543,375 shares of Class A common stock of the Corporation and 20,166,034 shares of Class B common stock of the Corporation, which together represent 97.3% of the voting power of all shares of common stock of the Corporation as of September 12, 2025, the record date for the Meeting, and constituting a quorum for the transaction of business at the Meeting.
The stockholders of the Corporation voted on the following items at the Meeting:
| 1. | To elect three Class III Directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To approve, on an advisory basis, the compensation of our named executive officers; |
| 3. | To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; and |
| 4. | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending June 30, 2026. |
For more information about the foregoing proposals, see the Corporation’s 2025 Proxy Statement.
Holders of the shares of Class A common stock are entitled to one vote per share and holders of the shares of Class B common stock are entitled to ten votes per share. Holders of the shares of Class A common stock and holders of the shares of Class B common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Meeting.
The voting results for each of these proposals are detailed below.
| 1. | Election of Class III Directors |
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Jack C. Bendheim | 207,953,285 | 6,767,771 | 1,482,659 |
Alejandro Bernal | 208,667,720 | 6,053,336 | 1,482,659 |
E. Thomas Corcoran | 206,223,871 | 8,497,185 | 1,482,659 |
Based on the votes set forth above, each director nominee was duly elected to serve until the 2028 annual meeting of stockholders and until his or her successor is duly elected and qualified.
| 2. | Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers |
Votes For | Votes Against | Abstained | Broker Non-Votes | ||||
213,516,403 | 1,184,154 | 20,495 | 1,482,663 | ||||
Based on the votes set forth above, the stockholders approved, on an advisory basis, the compensation of our named executive officers.
| 3. | Approval, on an Advisory Basis, of the Frequency of Future Stockholders Votes on the compensation of our named executive officers |
Every 1 Year | Every 2 Year | Every 3 Year | Abstained | Broker Non-Votes | ||||
12,065,906 | 16,201 | 202,618,936 | 20,012 | 1,482,660 | ||||
Based on the votes set forth above, the stockholders advised that they were in favor of three years as the frequency of holding a non-binding advisory vote on named executive officer compensation.
| 4. | Ratification of the Selection of PwC as Independent Registered Public Accounting Firm |
Votes For | Votes Against | Abstained |
214,368,092 | 1,824,908 | 10,713 |
There were no broker non-votes on this proposal.
Based on the votes set forth above, the stockholders ratified the selection of PwC as the Corporation’s independent registered public accounting firm for the fiscal year ending June 30, 2026.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit |
| Description |
99.1 |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
PHIBRO ANIMAL HEALTH CORPORATION Registrant | ||
Date: November 5, 2025 | ||
By: | /s/ Judith Weinstein | |
Name: | Judith Weinstein | |
Title: | Senior Vice President, General Counsel and Corporate Secretary | |