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- Director Failed to Receive Majority Support But Board Rejected Resignation (new) — Board overrode shareholder vote outcome, raising governance accountability concerns despite policy compliance.
- Dual-class Capital Structure Cited As Driver of Negative Director Vote (new) — Board acknowledges ongoing shareholder dissatisfaction with governance structure that may affect future director elections.
A.O. Smith board rejects director resignation after majority-withheld vote
Filed April 17, 2026 · Period ending April 13, 2026 · ~1 min read
Key Changes
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high
Director Ilham Kadri received 51.9% withheld votes (50.5M withheld vs. 46.8M for) at April 13 annual meeting, triggering resignation offer under company policy. Board unanimously rejected resignation April 14.
Item 8.01 — Other Events verify on EDGAR → -
high
Board attributed Kadri's negative vote to shareholder opposition to dual-class capital structure rather than objections to her qualifications or performance, signaling ongoing governance structure concerns.
Item 8.01 — Other Events verify on EDGAR → -
medium
All ten director nominees elected. Class A directors received unanimous support; Common Stock directors ranged from 48.1% (Kadri) to 98.9% (Saak) support. Broker non-votes: 7.0M shares.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Say-on-pay approved with 97.7% support (34.0M for, 0.8M against, 0.3M abstentions). Broker non-votes: 0.7M shares.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Ernst & Young ratified as auditor with 97.1% support (34.7M for, 1.0M against, 10K abstentions). No broker non-votes.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
A.O. Smith disclosed a significant governance event following its April 13 annual meeting: director Ilham Kadri received majority-withheld votes (50.5 million withheld versus 46.8 million for, or 51.9% opposition), triggering the company's director resignation policy. She submitted a resignation offer as required, but the board unanimously rejected it on April 14, citing her qualifications and contributions.
The board attributed the negative vote to shareholder opposition to the company's dual-class capital structure rather than objections to Kadri personally. This creates two governance concerns for shareholders. First, the board overrode a clear shareholder vote outcome, raising questions about accountability even though the company followed its stated policy.
Second, the board's own explanation acknowledges ongoing shareholder dissatisfaction with the dual-class structure, which concentrates voting power and may continue to affect future director elections. The other nine directors were elected with support ranging from 48.1% to unanimous approval, and routine matters (say-on-pay at 97.7%, auditor ratification at 97.1%) passed with strong support.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
AOS held its 2026 annual meeting, electing all directors and approving executive compensation and auditor ratification with strong support.
Added in current filing · view on EDGAR →
Class A Common Stock Directors | For | Authority Withheld | Broker Non-Vote
Todd W. Fister 25,291,89100
Victoria M. Holt 25,291,89100
Michael M. Larsen 25,291,89100
Stephen M. Shafer 25,291,89100
Mark D. Smith 25,291,89100
Kevin J. Wheeler 25,291,89100
Common Stock Directors | For | Authority Withheld | Broker Non-Vote
Dr. Ilham Kadri 46,774,28950,510,4306,957,736
Christopher L. Mapes 61,888,55435,396,1656,957,736
Lois M. Martin 88,365,0668,919,6536,957,736
Aaron W. Saak 96,181,8351,102,8846,957,736
All ten director nominees were elected. Class A directors received unanimous support (100% of votes cast). Common Stock directors received between 48.1% (Kadri) and 98.9% (Saak) of votes cast, with Kadri facing the highest opposition at 51.9% of votes withheld.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Total Votes | For 34,658,134 | Against 1,047,736 | Abstain 10,267 | Broker Non-Votes 0
Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2026 with 97.1% support (34,658,134 for vs. 1,047,736 against), with 10,267 abstentions. No broker non-votes were recorded as brokers can vote on auditor ratification.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Annual Meeting of Stockholders of the Company held on April 13, 2026, Dr. Ilham Kadri received more “withheld” votes than “for” votes for her election. In accordance with the Company’s Director Resignation Policy (the “Policy”), Dr. Kadri tendered to the Nominating and Governance Committee (the “Committee”) of the Board an offer of resignation from the Board, subject to a determination of the Board whether to accept the offer of resignation.
Director Ilham Kadri failed to receive majority support in her re-election vote at the April 13, 2026 annual meeting, receiving more withheld votes than votes in favor. Following the company's policy for directors who fail to receive majority support, she submitted a resignation offer to the Nominating and Governance Committee for consideration.
Added in current filing · verify on EDGAR →
At a meeting of the Board on April 14, 2026, the Board (with Dr. Kadri recusing herself) reviewed and considered the Committee’s recommendation and, based on the recommendation of the Committee and its reasons for the recommendation, unanimously rejected the offer of resignation of Dr. Kadri.
The Board unanimously voted to reject Dr. Kadri's resignation offer on April 14, 2026, meaning she will remain on the Board despite failing to receive majority stockholder support. The Committee recommended rejection based on her qualifications, past contributions, and the belief that withheld votes reflected stockholder views on the company's dual class capital structure rather than objections to Dr. Kadri personally.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 24, 2026 · How we verify