01—Abstract
Summary
Summary of the 8-K filed March 17, 2026. Cited figures are marked; the original filing is the authoritative source.
HEICO Corporation (HEI) held its Annual Meeting of Shareholders on Friday, March 13, 2026, and this Item 5.07 report discloses the results of three shareholder votes.
As of the January 16, 2026 record date, 55,142,805 shares of Common Stock (one vote each) and 84,266,714 shares of Class A Common Stock (1/10th vote each) were outstanding. All nine director nominees were elected to serve until the next annual meeting. Shareholders also approved, on a non-binding advisory basis, the executive compensation program and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2026.
The director election results show broad support for most nominees, with each receiving well over 50 million 'For' votes except Mark H. Hildebrandt (39,673,122 For, 14,173,077 Against) and Dr. Alan Schriesheim (39,445,974 For, 14,444,232 Against), who drew substantially higher opposition. The advisory say-on-pay proposal received 48,957,609 'For' votes against 4,907,408 'Against' and 68,560 abstentions.
The auditor ratification received 56,478,611 'For', 1,437,105 'Against', and 33,624 abstentions. Each proposal is described in the company's definitive proxy statement filed January 30, 2026. For investors, the filing contains no new financial results, guidance, or transactions; its significance lies in governance outcomes, notably the notable opposition to two director nominees and the relatively higher level of dissent on the executive compensation vote versus the auditor ratification.
02—Key points
Key Highlights
- Annual Meeting of Shareholders held March 13, 2026; record date January 16, 2026.
- Outstanding shares at record date: 55,142,805 Common Stock (one vote each) and 84,266,714 Class A Common Stock (1/10th vote each).
- All nine director nominees elected to serve until the next annual meeting or until successors are elected and qualified.
- Mark H. Hildebrandt (39,673,122 For; 14,173,077 Against) and Dr. Alan Schriesheim (39,445,974 For; 14,444,232 Against) received the highest opposition among nominees.
- Advisory say-on-pay proposal approved: 48,957,609 For, 4,907,408 Against, 68,560 Abstain, 4,015,763 Broker Non-Votes.
- Deloitte & Touche LLP ratified as independent registered public accounting firm for fiscal year ending October 31, 2026 (56,478,611 For; 1,437,105 Against; 33,624 Abstain).
- Filing reports no new financial results, guidance, or transactions.
03—Questions
Frequently Asked Questions
When and where was the HEICO annual meeting held, and who was eligible to vote?
The Annual Meeting of Shareholders was held on Friday, March 13, 2026. Holders of record of Common Stock and Class A Common Stock as of the close of business on January 16, 2026 (the record date) were entitled to vote.
Were all director nominees elected?
Yes. Shareholders elected all nine director nominees to serve until the next annual meeting or until a successor is elected and qualified.
Which directors drew the most shareholder opposition?
Mark H. Hildebrandt received 14,173,077 Against votes and Dr. Alan Schriesheim received 14,444,232 Against votes, substantially more than the other nominees, who each received fewer than 2,000,000 Against votes.
How did shareholders vote on executive compensation?
In a non-binding advisory vote, shareholders recorded 48,957,609 For, 4,907,408 Against, 68,560 Abstain, and 4,015,763 Broker Non-Votes on executive compensation.
Which auditor was ratified, and for what period?
Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2026, with 56,478,611 For, 1,437,105 Against, and 33,624 Abstain votes.
04—Continue