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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

 

Date of report: September 9, 2026 (Date of earliest event reported: September 3, 2026)

 

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware   001-40840   95-4372080
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

One Tribology Center

Oxford, CT 06478

(Address of principal executive offices) (Zip Code)

 

(203) 267-7001

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2. below):

 

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:

 

Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share   RBC   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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

Section 5 - Corporate Governance and Management

 

Item 5.02(b). Director Retirement.

 

Frederick J. Elmy retired from the Board of Directors of RBC Bearings Incorporated (the “Company”) on September 3, 2026.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Company’s annual meeting of stockholders held on September 3, 2026, the stockholders (1) elected all of the Company’s nominees for director, (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2027, and (3) approved, on an advisory basis, the compensation paid to the Company’s named executive officers. 

 

Shares were voted on these proposals as follows:

 

Proposal 1. The election of two directors in Class III to serve a term of three years:

 

Nominees   For   Against   Withheld   Broker Non-Vote
Dr. Michael J. Hartnett   27,410,015   733,424   10,119   1,313,077
Dolores J. Ennico   21,681,115   6,459,846   12,597   1,313,077

 

Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2027:

 

For   Against   Abstain   Broker Non-Vote
29,148,374   310,987   7,274   0

 

Proposal 3. The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers:

 

For   Against   Abstain   Broker Non-Vote
26,967,486   1,172,452   13,620   1,313,077

 

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SIGNATURES

 

According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: September 9, 2026

 

  RBC BEARINGS INCORPORATED
     
  By: /s/ John J. Feeney
    Name:  John J. Feeney
    Title: Vice President, General Counsel & Secretary

 

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