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  4. [8-K] SMITH A O CORP Reports Material Event

Significant vote against A. O. Smith (NYSE: AOS) director as Board keeps her

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

A. O. Smith Corporation held its Annual Meeting of Stockholders on April 13, 2026, electing directors, approving executive pay on an advisory basis, and ratifying Ernst & Young LLP as auditor for 2026. Most director nominees received strong support, and stockholders backed named executive officer compensation and the auditor with large majorities.

Director Dr. Ilham Kadri received more “withheld” than “for” votes, triggering the company’s Director Resignation Policy and leading her to tender a conditional resignation. After review, the Nominating and Governance Committee and full Board, citing her skills and contributions and viewing opposition as driven by concerns over the dual class capital structure, unanimously chose to reject her resignation, so she remains on the Board.

Positive

  • None.

Negative

  • A director, Dr. Ilham Kadri, received more “withheld” than “for” votes, highlighting significant stockholder opposition apparently tied to the company’s dual class capital structure, and the Board ultimately rejected her tendered resignation despite that vote outcome.

Insights

Strong support on most items, but notable director opposition tied to capital structure.

The meeting shows generally solid governance support: most directors were elected comfortably, executive compensation received strong advisory approval, and Ernst & Young LLP was ratified as auditor with a large majority of votes in favor for the 2026 fiscal year.

The exception is Dr. Ilham Kadri, who received more “withheld” than “for” votes. Under the company’s Director Resignation Policy, this required her to tender a resignation, which is a safeguard aligning directors with stockholder sentiment. The Board ultimately rejected her offer after Nominating and Governance Committee review.

The Committee and Board concluded that opposition primarily reflected stockholder views on the company’s dual class capital structure, not her individual performance. This links the vote outcome to a broader structural governance concern rather than a specific director issue, and it keeps an experienced director on the Board while leaving underlying capital structure concerns unresolved.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Executive pay advisory votes for 33,953,726 votes Support for named executive officer compensation
Executive pay advisory votes against 814,753 votes Opposition to named executive officer compensation
Auditor ratification votes for 34,658,134 votes Ratification of Ernst & Young LLP for 2026
Auditor ratification votes against 1,047,736 votes Votes opposing Ernst & Young LLP
Class A support per director 25,291,891 votes for Each Class A common stock director nominee
Common stock votes for Aaron W. Saak 96,181,835 votes Election as common stock director
Common stock broker non-votes 6,957,736 votes Director elections broker non-votes
Emerging growth company regulatory
"Emerging growth company Item 5.07. Submission of Matters"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Broker Non-Vote financial
"Common Stock Directors | For | Authority Withheld | Broker Non-Vote"
Director Resignation Policy governance
"In accordance with the Company’s Director Resignation Policy (the “Policy”)"
dual class capital structure governance
"views regarding the Company’s dual class capital structure and not because"
independent registered public accounting firm financial
"as our independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
0000091142FALSE00000911422026-04-132026-04-13



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 (Date of earliest event reported): April 13, 2026
——————————————
A. O. Smith Corporation
(Exact name of registrant as specified in its charter)
——————————————
Delaware 1-475 39-0619790
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)

11270 West Park Place, Milwaukee, Wisconsin 53224
(Address of principal executive offices, including zip code)

(414) 359-4000
(Registrant’s telephone number)
——————————————
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 204.14a-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 13-e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Common Stock (par value $1.00 per share)AOSNew 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. ☐




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

A. O. Corporation (the “Company”) held its Annual Meeting of Stockholders on April 13, 2026, for the purposes of the election of the Company’s Board of Directors (the "Board"), to hold an advisory vote to approve the compensation of our named executive officers, and to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

The voting results for the election of the Board were as follows:
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. Saak96,181,8351,102,8846,957,736

The advisory voting results for the approval of the compensation of our named executive officers were as follows:
Total Votes
For33,953,726
Against814,753
Abstain251,885
Broker Non-Votes
695,774

The voting results for the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, were as follows:
Total Votes
For34,658,134
Against1,047,736
Abstain10,267
Broker Non-Votes
0

Item 8.01 Other Events.

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.

Following the tender of offer of resignation by Dr. Kadri and in accordance with the Policy, the Committee (with Dr. Kadri recusing herself) considered the offer of resignation at a meeting on April 14, 2026. Based upon, among other things, the skills and qualifications of Dr. Kadri to be a member of the Board, her past contributions to the Board, and the belief that the “withheld” votes for Dr. Kadri, who is a highly valued member of the Committee, were primarily reflective of stockholder views regarding the Company’s dual class capital structure and not because of any specific objection to Dr. Kadri, the Committee recommended that the Board reject the offer of resignation.

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.



SIGNATURES

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


A. O. SMITH CORPORATION
Date: April 17, 2026
By:/s/James F. Stern
James F. Stern
Executive Vice President, Corporate Development, Strategy and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did AOS stockholders vote on at the April 13, 2026 annual meeting?

Stockholders voted to elect directors, approve A. O. Smith’s named executive officer compensation on an advisory basis, and ratify Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, providing broad governance and oversight approvals.

How did AOS stockholders vote on executive compensation for named executive officers?

Stockholders gave strong advisory support to A. O. Smith’s named executive officer compensation, with 33,953,726 votes for, 814,753 against, 251,885 abstentions, and 695,774 broker non-votes, indicating broad backing for the company’s current executive pay programs at this meeting.

What were the vote results on ratifying Ernst & Young LLP as AOS’s auditor?

Stockholders ratified Ernst & Young LLP as A. O. Smith’s independent registered public accounting firm for 2026, with 34,658,134 votes for, 1,047,736 against, and 10,267 abstentions, and no broker non-votes, signaling clear support for the company’s external audit arrangements.

Why did Dr. Ilham Kadri tender a resignation to the AOS Board?

At the annual meeting, Dr. Ilham Kadri received more “withheld” than “for” votes for her election, which under A. O. Smith’s Director Resignation Policy required her to tender an offer of resignation to the Nominating and Governance Committee for review and Board determination.

Did the AOS Board accept Dr. Ilham Kadri’s offer of resignation?

No. After reviewing her skills, qualifications, and past contributions, and concluding that “withheld” votes mainly reflected concerns about A. O. Smith’s dual class capital structure, the Nominating and Governance Committee recommended, and the Board unanimously decided, to reject Dr. Kadri’s resignation offer.

Which AOS director nominees received unanimous Class A common stock support?

For the Class A common stock directors, Todd W. Fister, Victoria M. Holt, Michael M. Larsen, Stephen M. Shafer, Mark D. Smith, and Kevin J. Wheeler each received 25,291,891 votes for, zero votes withheld, and zero broker non-votes, reflecting unanimous Class A support in these elections.

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