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UNITED STATES
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
July 1, 2026
Date of Report (date of earliest event reported)
TIC Solutions, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-42524 | | 66-1076867 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
200 South Park Road, Suite 350
Hollywood, Florida 33021
(Address of principal executive offices and zip code)
(954) 495-2112
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common stock, par value $0.0001 per share | | TIC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On July 1, 2026, TIC Solutions, Inc. (the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the (i) election of eleven director nominees (Proposal No. 1), (ii) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 2) and the approval, on an advisory basis, of the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (Proposal No. 3). The results of the votes are set forth below.
Proposal No. 1—Election of Directors
The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the Company’s 2027 Annual Meeting of Stockholders and, in each case, until his or her successor is duly elected and qualified, or such nominee’s earlier death, removal or resignation.
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|
| For | | Against | | Abstain | | Broker Non-Vote | |
| Robert A E. Franklin | 140,252,152 | | 700,820 | | 38,857 | | 21,187,907 | |
| Sir Martin E. Franklin | 138,094,713 | | 2,867,903 | | 29,213 | | 21,187,907 | |
| Antoinette C. Bush | 140,522,375 | | 328,970 | | 140,484 | | 21,187,907 | |
| Rory Cullinan | 140,161,626 | | 703,750 | | 126,453 | | 21,187,907 | |
| Elizabeth Meloy Hepding | 140,335,010 | | 516,364 | | 140,455 | | 21,187,907 | |
| Benjamin Heraud | 140,676,132 | | 289,062 | | 26,635 | | 21,187,907 | |
| Peter Hochfelder | 140,284,062 | | 580,624 | | 127,143 | | 21,187,907 | |
| James E. Lillie | 126,403,427 | | 14,526,110 | | 62,292 | | 21,187,907 | |
| Talman Pizzey | 140,568,548 | | 396,556 | | 26,725 | | 21,187,907 | |
| Byron Roth | 139,968,591 | | 141,876 | | 881,362 | | 21,187,907 | |
| Dickerson Wright | 136,897,328 | | 4,068,892 | | 25,609 | | 21,187,907 | |
Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
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| For | | Against | | Abstain | |
| 151,810,085 | | 10,263,809 | | 105,842 | |
Proposal No. 3—Advisory Vote on The Frequency of Future Advisory Votes to Approve Executive Compensation
The stockholders approved, on advisory basis, the frequency of every 1 year for future advisory votes to approve the compensation of the Company’s named executive officers.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Vote | |
| 118,200,122 | | 409,411 | | 1,543,471 | | 3,204 | | 21,187,907 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| TIC Solutions, Inc. |
| | |
Date: July 1, 2026 | By: | /s/ Kristin Schultes |
| Name: | Kristin Schultes |
| Title: | Chief Financial Officer |