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 (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:
| 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 |
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 |
The Company held its 2026 Annual Meeting of Shareholders on April 29, 2026. At the 2026 Annual Meeting, the shareholders (1) elected Mr. Stephen G. Oswald and Ms. Samara A. Strycker as directors to serve for a three-year term ending at the Company’s 2029 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified, (2) approved the Company’s executive compensation on an advisory basis, (3) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026, and (4) approved an amendment and restatement of the Company’s 2024 Stock Incentive Plan. The shareholder vote on these matters was as follows:
| For | Withheld | Broker Non-Votes |
||||||||||
| Election of Stephen G. Oswald for a three-year term expiring in 2029 |
11,676,575 | 876,633 | 917,526 | |||||||||
| Election of Samara A. Strycker for a three-year term expiring in 2029 |
11,897,709 | 655,499 | 917,526 | |||||||||
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Approval of the Company’s executive compensation on an advisory basis |
11,829,511 | 712,763 | 10,934 | 917,526 | ||||||||||||
| For | Against | Abstain | ||||||||||
| Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 |
12,784,598 | 679,731 | 6,405 | |||||||||
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Approval of an Amendment and Restatement of the Company’s 2024 Stock Incentive Plan |
12,125,002 | 419,096 | 9,110 | 917,526 | ||||||||||||
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Exhibit Title or Description | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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.
| DUCOMMUN INCORPORATED (Registrant) | ||||||
| Date: April 30, 2026 | By: | /s/ Rajiv A. Tata | ||||
| Rajiv A. Tata | ||||||
| Vice President, General Counsel & Corporate Secretary | ||||||