RB Global (NYSE: RBA) investors back board slate, reject hybrid meetings

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

RB Global, Inc. held its 2026 annual and special meeting of shareholders on April 30, 2026. Shareholders approved setting the board size at ten directors and elected all ten nominees for one-year terms. They also reappointed Ernst & Young LLP as independent auditor and approved the advisory "say on pay" vote on executive compensation. Two special resolutions concerning the number of directors were approved, while a shareholder proposal to require all future shareholder meetings to be held in a hybrid in‑person and virtual format was rejected.

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

Board size resolution votes for: 169,477,233 shares Say on pay votes for: 158,806,878 shares Say on pay votes against: 7,713,890 shares +4 more

7 metrics

Board size resolution votes for 169,477,233 shares Special resolution to set number of directors at ten

Say on pay votes for 158,806,878 shares Advisory vote on executive compensation

Say on pay votes against 7,713,890 shares Advisory vote on executive compensation

Auditor appointment votes for 169,493,682 shares Appointment and remuneration of Ernst & Young LLP

Hybrid meetings proposal votes for 57,913,976 shares Shareholder proposal to require hybrid format meetings

Hybrid meetings proposal votes against 108,715,491 shares Shareholder proposal to require hybrid format meetings

Number of directors elected 10 directors 2026 annual and special meeting of shareholders

Key Terms

special resolution, broker non-votes, say on pay, independent registered public accounting firm, +1 more

5 terms

special resolution regulatory

"The Company’s shareholders approved the special resolution to determine the number of directors"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

broker non-votes financial

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.

say on pay financial

"non-binding advisory resolution, commonly known as a “Say on Pay” proposal"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

independent registered public accounting firm regulatory

"approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

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.

hybrid format other

"resolution requiring the Company to adopt a policy ... that all shareholder meetings will be held in hybrid format"

A hybrid format is an event or meeting setup that lets people take part either in person or remotely via video, phone, or web tools, combining a physical gathering with a virtual one. For investors this matters because it broadens access and can raise attendance and transparency—like a store serving both walk‑in customers and online orders—while influencing how votes are cast, questions are handled, and how reliably information is shared during earnings calls, shareholder meetings, or briefings.

Understanding 8-K Material Events →

05/01/2026 - 04:45 PM

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 30, 2026

RB Global, Inc.

(Exact name of registrant as specified in its charter)

Canada		001-13425		98-0626225
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

Two Westbrook Corporate Center, Suite 500,Westchester, Illinois 60154

(Address of principal executive offices) (Zip Code)

(708) 492-7000

(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(s)	Name of each exchange on which registered
Common shares	RBA	New York Stock Exchange
Common Share Purchase Rights	N/A	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. ¨

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

On April 30, 2026 RB Global, Inc. (the “Company”) held its 2026 annual and special meeting of shareholders (the “Meeting”). All ten of the Company’s nominees to the Company’s board of directors were elected, and, except for the shareholder proposal, all other resolutions put forward at the Meeting were approved. The final results of the voting at the Meeting are set out below.

(1)            Special Resolution to Determine the Number of Directors. The Company’s shareholders approved the special resolution to determine the number of directors on the Company’s Board of Directors and the number of directors to be elected at the Meeting to be ten (10). The following table sets forth the vote of the shareholders at the Meeting with respect to the approval of the special resolution:

For		Withheld		Abstain		Broker Non-Votes
169,477,233		48,029		57,299		-

(2)            Election of Directors. The Company’s shareholders elected the following ten nominees to the Company’s Board of Director’s. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders, unless he or she sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:

Nominee	For	Withheld	Broker Non-Votes
Robert G. Elton	162,599,041	4,124,150	2,859,370
Jim Kessler	166,230,492	492,699	2,859,370
Brian Bales	166,127,293	595,898	2,859,370
Adam DeWitt	166,129,417	593,774	2,859,370
Chloe Harford	166,637,099	86,092	2,859,370
Gregory B. Morrison	166,153,618	569,573	2,859,370
Timothy O’Day	165,224,048	1,499,143	2,859,370
Michael Sieger	164,903,487	1,819,704	2,859,370
Debbie Stein	166,268,001	455,190	2,859,370
Carol M. Stephenson	163,742,969	2,980,222	2,859,370

(3)            Appointment and Renumeration of Ernst & Young LLP. The Company’s shareholders approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm until the next annual meeting of the Company and authorized the audit committee of the Board to fix their remuneration. The following table sets forth the vote of the shareholders at the Meeting with respect to the appointment and renumeration of Ernst & Young LLP:

For		Withheld		Abstain		Broker Non-Votes
169,493,682		24,633		64,246		-

(4)            Advisory Vote on Executive Compensation. The Company’s shareholders approved the non-binding advisory resolution, commonly known as a “Say on Pay” proposal, regarding the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the Meeting with respect to the advisory vote on executive compensation:

For		Against		Abstain		Broker Non-Votes
158,806,878		7,713,890		202,423		2,859,370

(5)            Special Resolution to Empower the Directors to Determine the Number of Directors. The Company’s shareholders approved the special resolution to empower the directors of the Company, by resolution of the directors, to determine the number of directors within the minimum and maximum number set out in the Company’s Articles of Continuance. The following table sets forth the vote of the shareholders at the Meeting with respect to the approval of the special resolution:

For		Against		Abstain		Broker Non-Votes
168,557,096		948,089		77,376		-

(6)            Shareholder Proposal Requiring All Shareholder Meetings Be Held in Hybrid Format. The Company’s shareholders rejected the resolution requiring the Company to adopt a policy and amend its governing documents accordingly that all shareholder meetings will be held in hybrid format with both in-person and virtual access. The following table sets forth the vote of the shareholders at the Meeting with respect to the rejection of the shareholder proposal:

For		Against		Abstain		Broker Non-Votes
57,913,976		108,715,491		93,724		2,859,370

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.

	RB GLOBAL, INC.

	By:	/s/ Ryan Welsh
		Ryan Welsh
		VP Legal & Corporate Secretary

Date: May 1, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did RB Global (RBA) shareholders approve regarding the board of directors?

Shareholders approved a special resolution setting the board at ten directors and elected all ten nominees for one-year terms. Each director will serve until the next annual meeting or until earlier departure, confirming continuity in the company’s existing board leadership structure.

Was RB Global’s executive compensation plan approved at the 2026 meeting?

Yes. Shareholders approved the non-binding advisory "say on pay" resolution on executive compensation, with 158,806,878 votes for and 7,713,890 against. This advisory result indicates broad shareholder support for how RB Global compensates its named executive officers for the covered period.

Who was appointed as RB Global’s independent auditor after the 2026 shareholder meeting?

Shareholders approved the appointment of Ernst & Young LLP as RB Global’s independent registered public accounting firm until the next annual meeting. They also authorized the board’s audit committee to set Ernst & Young’s remuneration, maintaining continuity in the company’s external audit relationship.

What happened to the RB Global shareholder proposal on hybrid shareholder meetings?

The shareholder proposal to require all shareholder meetings be held in hybrid format, with both in-person and virtual access, was rejected. Voting results were 57,913,976 shares in favor and 108,715,491 against, meaning the company is not obligated to adopt a mandatory hybrid-meeting policy.

What special resolutions about director numbers did RB Global shareholders approve?

Shareholders first approved a special resolution fixing the board size at ten directors for the 2026 meeting. They also approved another special resolution empowering the board, by its own resolutions, to determine the number of directors within the minimum and maximum set in the Articles of Continuance.

Were there significant broker non-votes in RB Global’s 2026 meeting results?

Yes. Several items, such as the election of directors and the advisory vote on executive compensation, showed 2,859,370 broker non-votes. Broker non-votes occur when brokers lack authority to vote uninstructed shares on certain proposals, affecting total voting power on those items.

Filing Exhibits & Attachments

4 documents