01—Abstract
Summary
Summary of the 8-K filed June 18, 2026. Cited figures are marked; the original filing is the authoritative source.
SharkNinja, Inc. filed a Current Report on Form 8-K reporting the results of its 2026 Annual General Meeting, held June 18, 2026.
Under Item 5.03, shareholders approved an Amendment and Restatement of the Company's Amended and Restated Memorandum and Articles of Association, effective upon that approval. The filing states the changes update shareholder disclosure requirements for proposing business or nominating directors, align the advance notice period with market practice for domestic issuers, and make other immaterial changes. A full description is incorporated by reference from the definitive proxy statement filed April 27, 2026, and the full text is filed as Exhibit 3.1.
At the meeting, 134,828,408 of 141,568,925 outstanding Ordinary Shares, representing 95.23%a of votes outstanding, were present in person, virtually, or by proxy. All seven director nominees were re-elected, though votes for several nominees were notably lower than others. Chi Kin Max Hui received 98,131,389 FOR votes against 26,564,567 AGAINST, and Timothy R.
Warner received 104,937,676 FOR against 19,757,587 AGAINST. Shareholders also ratified Ernst & Young LLP as the independent registered accounting firm for the fiscal year ending December 31, 2026. Shareholders approved, on a non-binding advisory basis, the compensation of named executive officers, with 115,503,073 votes FOR and 9,231,410 AGAINST.
In a non-binding vote on frequency, 123,853,354 shareholders selected "One Year," and the Board determined that future say-on-pay votes will occur annually. The shareholders also approved the Amendment and Restatement of the Articles, with 124,285,821 votes FOR and 448,385 AGAINST.
02—Key points
Key Highlights
- Shareholders approved an Amendment and Restatement of the Amended and Restated Memorandum and Articles of Association, effective June 18, 2026, updating shareholder proposal and director nomination disclosure requirements and aligning the advance notice period with domestic issuer market practice.
- 134,828,408 of 141,568,925 Ordinary Shares outstanding as of the April 22, 2026 record date were represented at the meeting, equal to 95.23% of votes outstanding.
- All seven director nominees were re-elected; Chi Kin Max Hui (26,564,567 AGAINST) and Timothy R. Warner (19,757,587 AGAINST) drew the largest opposition votes.
- Ernst & Young LLP was ratified as the independent registered accounting firm for the fiscal year ending December 31, 2026, with 134,155,878 votes FOR.
- Say-on-pay was approved with 115,503,073 votes FOR and 9,231,410 AGAINST.
- Shareholders selected "One Year" as the frequency of future say-on-pay votes (123,853,354 votes), and the Board determined that the Company will hold these votes annually.
- The Amendment and Restatement of the Articles received 124,285,821 votes FOR and 448,385 AGAINST.
03—Questions
Frequently Asked Questions
What changed in SharkNinja's governing documents?
Shareholders approved an Amendment and Restatement of the Amended and Restated Memorandum and Articles of Association. The changes update disclosure required from shareholders proposing business or nominating directors at annual general meetings, align the advance notice period with market practice for domestic issuers, and include other immaterial changes. The full text is filed as Exhibit 3.1.
How many shares participated in the 2026 Annual General Meeting?
Of 141,568,925 Ordinary Shares issued and outstanding and entitled to vote on the April 22, 2026 record date, 134,828,408 Ordinary Shares, representing 95.23% of votes outstanding, were present in person, virtually, or by proxy.
Were any director nominees met with significant opposition?
All seven nominees were re-elected. Chi Kin Max Hui received 98,131,389 FOR and 26,564,567 AGAINST votes, and Timothy R. Warner received 104,937,676 FOR and 19,757,587 AGAINST votes. The other five nominees received between 818,633 and 4,456,602 AGAINST votes.
How often will SharkNinja hold advisory votes on executive compensation?
Shareholders selected "One Year" as the preferred frequency, with 123,853,354 votes. The Board determined that the Company will conduct non-binding advisory votes on named executive officer compensation every year until the next required vote on frequency.
04—Continue