Fortrea Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$FTRE
Medical Specialities
Health Care
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
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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.
On June 10, 2025, Fortrea Holdings Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved the amendment and restatement of the Fortrea Holdings Inc. 2023 Omnibus Incentive Plan (the “Incentive Plan” and, as amended and restated, the “A&R Incentive Plan”). The A&R Incentive Plan, among other things, increased the number of shares of the Company’s common stock under the Incentive Plan by 6,500,000 shares, provided for minimum vesting periods, provided that no dividends or dividend equivalents payable or credited with respect to restricted stock, restricted stock units or performance share awards or other awards will be paid until the underlying award vests, eliminated liberal share recycling with respect to full-value awards under the Incentive Plan and made certain other administrative changes to the Incentive Plan.
A summary of the A&R Incentive Plan was also included as part of Proposal 4 in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”). The foregoing descriptions of the A&R Incentive Plan provided herein and contained in the Proxy Statement are qualified in their entirety by reference to the full text of the A&R Incentive Plan, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of April 17, 2025, the record date for the Annual Meeting, there were 90,540,317 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. Of these shares, 82,888,659 were present or represented by proxy, which constituted a quorum for the transaction of business at the Annual Meeting. Proxies for the meeting were solicited in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended. At the Annual Meeting, stockholders voted on the following proposals:
Proposal 1: Election of Directors
The following nominees were elected to the Board to serve as Class II Directors until the Company’s 2028 Annual Meeting of Stockholders based on the following votes:
| Votes | Votes | Votes | Broker | ||||||||||||||||||||
| For | Against | Abstained | Non-Votes | ||||||||||||||||||||
| Dr. Amrit Ray | 63,349,166 | 7,852,794 | 333,659 | 11,353,040 | |||||||||||||||||||
| Erin L. Russell | 68,271,971 | 3,214,083 | 49,565 | 11,353,040 | |||||||||||||||||||
| Machelle Sanders | 62,641,894 | 8,843,812 | 49,913 | 11,353,040 | |||||||||||||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified based upon the following votes:
| Votes | Votes | Votes | ||||||||||||
| For | Against | Abstained | ||||||||||||
| 82,675,784 | 114,339 | 98,536 | ||||||||||||
Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers
The proposal to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers was approved based upon the following votes:
| Votes | Votes | Votes | Broker | |||||||||||||||||
| For | Against | Abstained | Non-Votes | |||||||||||||||||
| 68,050,281 | 3,302,818 | 182,520 | 11,353,040 | |||||||||||||||||
Proposal 4: Approval of the Fortrea Holdings Inc. 2023 Omnibus Incentive Plan, as Amended and Restated
The proposal to amend and restate the Fortrea Holdings Inc. 2023 Omnibus Incentive Plan was approved by the following final voting results:
| Votes | Votes | Votes | Broker | |||||||||||||||||
| For | Against | Abstained | Non-Votes | |||||||||||||||||
| 67,787,664 | 3,586,743 | 161,212 | 11,353,040 | |||||||||||||||||
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.
| Fortrea Holdings Inc. | ||||||||
By: | /s/ Stillman Hanson | |||||||
| Name: Stillman Hanson | ||||||||
| Title: General Counsel and Secretary | ||||||||
| Date: June 12, 2025 | ||||||||