NYSE: SRI STONERIDGE INC 8-K

Stoneridge shareholders approve 2.65M share increase to equity compensation plan

Filed May 26, 2026 · Period ending May 19, 2026 · ~1 min read

Key Changes

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Shareholders approved expanding the 2025 Long-Term Incentive Plan by 2,650,000 shares (83% support), increasing the equity pool available for employee and executive stock awards. This will dilute existing shareholders but provides tools to attract and retain talent.

Item 5.07: Equity Plan Amendment verify on EDGAR →
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Executive compensation for 2025 received advisory approval with 74% support, but 26% opposition suggests some shareholder concern about pay levels. This non-binding say-on-pay vote is conducted annually.

Item 5.07: Say-on-Pay Vote verify on EDGAR →
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All nine director nominees were re-elected to one-year terms at the 2026 Annual Meeting, representing routine board continuity with no unexpected outcomes.

Item 5.07: Director Elections verify on EDGAR →
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Ernst & Young LLP was ratified as independent auditor for 2026 with overwhelming support (99% approval), confirming the existing audit relationship.

Item 5.07: Auditor Ratification verify on EDGAR →

Summary

Stoneridge held its 2026 Annual Meeting on May 19, where shareholders approved several routine governance matters. The most material outcome was approval of a 2,650,000 share increase to the company's 2025 Long-Term Incentive Plan, expanding the equity compensation pool available for future stock-based awards.

While this provides management with additional tools to incentivize and retain employees, it will dilute existing shareholders' ownership stakes. The say-on-pay vote revealed some shareholder dissatisfaction, with 26% voting against the 2025 executive compensation package despite overall approval.

This level of opposition, while not blocking the advisory resolution, suggests investors may be scrutinizing pay practices more closely. All other proposals passed with strong support, including the re-election of all nine directors and auditor ratification. Retail investors should monitor how the expanded equity pool is deployed over the coming quarters and whether management addresses the executive compensation concerns raised by the minority opposition. Watch for details on grant sizes and recipient mix in future proxy filings.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~100 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added

Added Long-Term Incentive Plan Amendment medium

Added in current filing · verify on EDGAR →

At the 2026 Annual Meeting, the Company’s shareholders approved Amendment No. 1 the Company’s 2025 Long-Term Incentive Plan (the “Plan”), increasing the number of common shares authorized for issuance under the Plan by 2,650,000 shares.

Shareholders voted to expand the equity compensation pool by 2,650,000 shares under the 2025 Long-Term Incentive Plan. This increases the total shares available for future stock-based awards to employees and executives, potentially diluting existing shareholders but providing the company with additional tools to attract and retain talent.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

Stoneridge disclosed 2026 Annual Meeting voting results: all nine directors elected, auditor ratified, executive compensation approved, equity plan amendment approved.

4 Added

Added Executive compensation advisory vote medium

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A non-binding advisory resolution to approve the 2025 compensation paid to the Company’s Named Executive Officers was approved by the following votes: ForAgainstAbstainBroker Non-Votes 15,986,3095,458,15613,8512,620,208

Shareholders approved 2025 executive compensation on an advisory basis with approximately 74% support (16.0 million for vs. 5.5 million against). The company conducts this say-on-pay vote annually per its policy. While approved, the 26% opposition suggests some shareholder concern about executive pay levels.

Added Equity incentive plan amendment medium

Added in current filing · verify on EDGAR →

The proposal to approve Amendment No. 1 to the Stoneridge, Inc. 2025 Long-Term Incentive Plan was approved by the following votes: ForAgainstAbstainBroker Non-Votes 17,773,4243,557,150127,7422,620,208

Shareholders approved Amendment No. 1 to the 2025 Long-Term Incentive Plan with approximately 83% support (17.8 million for vs. 3.6 million against). This amendment modifies the company's equity compensation framework, though the specific changes are not detailed in this filing.

Show 2 minor / wording changes

Added Board of Directors election low

Added in current filing · verify on EDGAR →

The nine Company nominees for election to the Board of Directors were elected, each for a one-year term

All nine director nominees were elected to one-year terms at the 2026 Annual Meeting. The nominees include Aron R. English, Ira C. Kaplan, Kim Korth, William M. Lasky, Natalia Noblet, Carsten J. Reinhardt, Sheila Rutt, Frank S. Sklarsky, and James Zizelman. This represents routine board continuity with no unexpected outcomes.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

The proposal to ratify the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved by the following votes: ForAgainstAbstainBroker Non-Votes 23,883,582194,85488—

Shareholders ratified Ernst & Young LLP as the independent auditor for 2026 with overwhelming support (23.9 million votes for vs. 195 thousand against). This is a routine annual vote confirming the audit relationship.

Event · Item 9.01 — Financial Statements and Exhibits

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Stoneridge filed Amendment No. 1 to its 2025 Long-Term Incentive Plan; routine compensation plan update with no material business impact disclosed.

1 Added

Show 1 minor / wording change

Added Amendment to 2025 Long-Term Incentive Plan low

Added in current filing · verify on EDGAR →

Amendment No. 1 to the Stoneridge, Inc. 2025 Long-Term Incentive Plan.

The company filed an amendment to its 2025 Long-Term Incentive Plan. The 8-K does not disclose the substance of the amendment, only that it was adopted and is being filed as an exhibit. This is a routine compensation plan administrative update with no material terms disclosed in the filing body.