RBC Bearings Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report: September 5, 2025 (Date
of earliest event reported:
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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 | 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. ☐
Section 5 - Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of stockholders held on September 4, 2025, the stockholders (1) elected all of the Company’s nominees for director, (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026, and (3) approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
Shares were voted on these proposals as follows:
Proposal 1. The election of three directors in Class I to serve a term of three years, and one director in Class III to serve a term of one year:
| Nominees | For | Against | Withheld | Broker Non-Vote | ||||||||||||
| Daniel A. Bergeron | 29,237,569 | 656,926 | 6,531 | 728,707 | ||||||||||||
| Barry C. Boyan | 29,368,992 | 525,389 | 6,645 | 728,707 | ||||||||||||
| Edward D. Stewart | 23,031,091 | 6,863,271 | 6,664 | 728,707 | ||||||||||||
| Frederick J. Elmy | 29,804,544 | 89,838 | 6,644 | 728,707 | ||||||||||||
Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026:
| For | Against | Abstain | Broker Non-Vote | ||||||||||
| 30,221,999 | 401,032 | 6,702 | 0 | ||||||||||
Proposal 3. The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Vote | ||||||||||
| 24,228,284 | 5,658,306 | 14,436 | 728,707 | ||||||||||
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 104 | Cover page interactive data file (embedded within the inline XBRL document) |
1
SIGNATURES
According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: September 5, 2025
| RBC BEARINGS INCORPORATED | ||
| By: | /s/ John J. Feeney | |
| Name: John J. Feeney | ||
| Title: Vice President, General Counsel & Secretary | ||
2