SharkNinja Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SN
Consumer Electronics/Appliances
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
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(Address of principal executive offices) | (Zip Code) | ||||
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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).
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 18, 2026, as described below, upon the recommendation of the Board of Directors (the “Board”) of SharkNinja, Inc. (the “Company”), the Company’s shareholders approved an amendment and restatement (the “Amendment and Restatement”) of its Amended and Restated Memorandum and Articles of Association to update the disclosures required from shareholders to propose business or nominate directors for appointment at the Company’s annual general meeting, align the advance notice period for shareholders to notify the Company of such business proposals or director nominations with market practice for domestic issuers, and make other immaterial changes. The Amendment and Restatement became effective upon the approval by shareholders of the resolution to approve the Amendment and Restatement on June 18, 2026.
A description of the Amendment and Restatement is set forth on page 49 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Amendment and Restatement, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 18, 2026, the Company held its 2026 Annual General Meeting (the “Annual Meeting”) at 89 A St. Needham, MA 02494 and virtually at: www.virtualshareholdermeeting.com/SN2026. On April 22, 2026, the record date for the Annual Meeting, there were 141,568,925 of the Company’s ordinary shares (the “Ordinary Shares”) issued and outstanding and entitled to vote at the Annual Meeting. 134,828,408 Ordinary Shares, which represented 95.23% of the votes of the issued and outstanding Ordinary Shares, were present, in person, virtually, or by proxy, at the Annual Meeting. Five items of business were acted upon by the Company’s shareholders at the Annual Meeting, each of which was approved by the shareholders.
1. Shareholders re-appointed all of the seven nominees for directors, in each case to hold office in accordance with the Company’s Amended and Restated Memorandum and Articles of Association. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||||||||
| Mark Barrocas | 123,533,281 | 1,174,449 | 71,879 | 10,048,799 | ||||||||||||||||||||||
| Kathryn J. Barton | 120,251,450 | 4,456,602 | 71,557 | 10,048,799 | ||||||||||||||||||||||
| Peter Feld | 123,888,797 | 818,633 | 72,179 | 10,048,799 | ||||||||||||||||||||||
| Chi Kin Max Hui | 98,131,389 | 26,564,567 | 83,653 | 10,048,799 | ||||||||||||||||||||||
| Barney Tianhao Wang | 123,177,599 | 1,529,963 | 72,047 | 10,048,799 | ||||||||||||||||||||||
| Timothy R. Warner | 104,937,676 | 19,757,587 | 84,346 | 10,048,799 | ||||||||||||||||||||||
| Jason M. Wortendyke | 123,859,380 | 847,496 | 72,733 | 10,048,799 | ||||||||||||||||||||||
2. Shareholders ratified the appointment of Ernst & Young LLP as the independent registered accounting firm of the Company for the fiscal year ending December 31, 2026. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 134,155,878 | 37,480 | 635,050 | ||||||||||||
3. Shareholders approved, on a non-binding advisory basis, the compensation of our named executive officers. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 115,503,073 | 9,231,410 | 45,126 | 10,048,799 | |||||||||||||||||
4. Shareholders selected, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of our named executive officers as “One Year”. The voting results were as follows:
| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||||
| 123,853,354 | 205,886 | 639,475 | 80,894 | 10,048,799 | ||||||||||||||||||||||
Consistent with the recommendation of the Board and the results of the shareholder vote, the Board has determined that the Company will conduct future non-binding advisory votes on the compensation of the Company’s named executive officers every year until the next required vote on the frequency of future advisory votes on the compensation of our named executive officers.
5. Shareholders approved an Amendment and Restatement of the Company’s Amended and Restated Memorandum and Articles of Association. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 124,285,821 | 448,385 | 45,403 | 10,048,799 | |||||||||||||||||
No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description of Exhibit | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
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.
| SHARKNINJA, INC. | ||||||||
| By: | /s/ Pedro J. Lopez-Baldrich | |||||||
Date: June 18, 2026 | Name: Pedro J. Lopez-Baldrich | |||||||
Title: Chief Legal Officer | ||||||||