Pattern Group (NASDAQ: PTRN) investors back board, pay and auditor

Rhea-AI Filing Summary

Pattern Group Inc. held its Annual Meeting of Stockholders on May 15, 2026, where a quorum was established with 132,951,619 Series A shares and all 21,702,510 Series B shares present or represented by proxy. Stockholders elected Scott Hilton and Ann Mather to three-year terms on the board with strong support, including 547,477,098 votes for Hilton and 551,390,382 for Mather, with broker non-votes recorded.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, by 566,940,619 votes for and limited opposition. The advisory Say on Pay Vote passed with 553,516,618 votes for, and investors selected an annual Say on Pay frequency, with 553,466,608 votes favoring “every year.”

8-K Event Classification

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

1 item

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.

Key Figures

Series A shares entitled to vote: 155,063,921 shares Series B shares entitled to vote: 21,702,510 shares Series A shares present: 132,951,619 shares +5 more

8 metrics

Series A shares entitled to vote 155,063,921 shares Series A common stock outstanding and entitled to vote at Annual Meeting

Series B shares entitled to vote 21,702,510 shares Series B common stock outstanding and entitled to vote at Annual Meeting

Series A shares present 132,951,619 shares Series A common stock present or represented at Annual Meeting (quorum)

Votes for Scott Hilton 547,477,098 votes Election of director, Proposal 1

Votes for Ann Mather 551,390,382 votes Election of director, Proposal 1

Votes for auditor ratification 566,940,619 votes Ratification of Deloitte & Touche LLP, Proposal 2

Votes for Say on Pay 553,516,618 votes Advisory Say on Pay Vote, Proposal 3

Votes for annual Say on Pay 553,466,608 votes Say on Frequency Vote, “every year” option, Proposal 4

Key Terms

broker non-votes, independent registered public accounting firm, Say on Pay Vote, Say on Frequency Vote, +1 more

5 terms

broker non-votes financial

"Scott Hilton | 547,477,098 | 6,160,366 | 13,364,355 Ann Mather..."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

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.

Say on Pay Vote financial

"approval, on an advisory (non-binding) basis, of the compensation paid by the Company to its named executive officers (the “Say on Pay Vote”)"

Say on Frequency Vote financial

"non-binding advisory vote on the frequency of future Say on Pay Votes (the “Say on Frequency Vote”)"

quorum financial

"were presented in person, by remote communication, or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

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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 (Date of earliest event reported): May 15, 2026

Pattern Group Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42852

83-2556861

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1441 West Innovation Way, Suite 500 Lehi, UT						84043
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (866) 765-1355

Not Applicable

(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):

o						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o						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(s)

Name of each exchange on which registered

Series A common stock, par value $0.001 per share

PTRN

Nasdaq Global Select Market

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 o

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. o

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

The Pattern Group Inc. (the “Company”) Annual Meeting of Stockholders (“Annual Meeting”) was held on May 15, 2026. There were 155,063,921 shares of Series A common stock (entitled to one vote per share) and 21,702,510 shares of Series B common stock (entitled to 20 votes per share) outstanding and entitled to vote at the Annual Meeting, of which 132,951,619 shares of Series A common stock and 21,702,510 shares of Series B common stock were presented in person, by remote communication, or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which are described in detail in the Proxy Statement.

Proposal 1 – Election of Directors

The election of the individuals named below as members of the Board of Directors, to serve for a term of three years ending at the 2029 annual meeting of stockholders and until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal, was approved by the following vote:

Name			For			Withheld			Broker Non-Votes
Scott Hilton			547,477,098			6,160,366			13,364,355
Ann Mather			551,390,382			2,247,082			13,364,355

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, was approved by the following vote:

For			Against			Abstain			Broker Non-Votes
566,940,619			35,843			25,357			0

Proposal 3 – Say on Pay Vote

The approval, on an advisory (non-binding) basis, of the compensation paid by the Company to its named executive officers (the “Say on Pay Vote”), was approved by the following vote:

For			Against			Abstain			Broker Non-Votes
553,516,618			95,519			25,327			13,364,355

Proposal 4 – Say on Frequency Vote

The stockholders approved the Board’s recommendation of “every year” in the non-binding advisory vote on the frequency of future Say on Pay Votes (the “Say on Frequency Vote”), by voting as follows:

Every Year			Every Two Years			Every Three Years			Abstain			Broker Non-Votes
553,466,608			24,136			134,377			12,343			13,364,355

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.

Date: May 21, 2026
			Pattern Group Inc.
			By:			/s/ Ben Craven
			Name:			Ben Craven
			Title:			General Counsel

FAQ

What did Pattern Group (PTRN) shareholders decide at the 2026 annual meeting?

Shareholders approved all proposals, including director elections, auditor ratification, executive pay, and annual pay frequency. Both director nominees were elected, Deloitte & Touche LLP was ratified, and advisory votes on compensation and its yearly frequency received strong support.

Were directors re-elected at Pattern Group (PTRN) 2026 annual meeting?

Yes. Scott Hilton received 547,477,098 votes for and Ann Mather received 551,390,382 votes for, with relatively few votes withheld. Both will serve three-year terms ending at the 2029 annual meeting, continuing board continuity and governance oversight.

Did Pattern Group (PTRN) shareholders approve the auditor for 2026?

Yes. Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 566,940,619 votes for, 35,843 against, and 25,357 abstentions, and no broker non-votes recorded on this proposal.

How did Pattern Group (PTRN) shareholders vote on executive compensation?

Shareholders approved the advisory Say on Pay Vote, with 553,516,618 votes for, 95,519 against, and 25,327 abstentions, plus 13,364,355 broker non-votes. This indicates broad shareholder support for the company’s named executive officer compensation program as presented.

What Say on Pay frequency did Pattern Group (PTRN) shareholders choose?

Shareholders favored holding future Say on Pay Votes every year, with 553,466,608 votes for that option. Other choices—every two years, every three years, and abstentions—received far fewer votes, while 13,364,355 broker non-votes were recorded on this advisory frequency proposal.

Was there a quorum at Pattern Group (PTRN) 2026 annual meeting?

Yes. A quorum existed with 132,951,619 shares of Series A common stock and all 21,702,510 shares of Series B common stock presented in person, by remote communication, or by proxy. This satisfied the voting requirements to conduct official business.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB