Shareholders at Teleflex (NYSE: TFX) approve board, pay and auditor

Rhea-AI Filing Summary

Teleflex Incorporated reported the results of its 2026 annual meeting of stockholders held on May 15, 2026. Shareholders voted on the election of seven directors, an advisory resolution on executive compensation, and the ratification of the company’s independent auditor.

All seven director nominees received strong majority support, with “for” votes around 39.5–40.4 million and similar broker non-votes across nominees. Shareholders also approved, on an advisory basis, the compensation of the named executive officers, with 38,990,583 votes for and 1,632,219 against.

In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as Teleflex’s independent registered public accounting firm for 2026, with 40,460,649 votes for, 1,363,926 against and 54,534 abstentions, and no broker non-votes recorded on this item.

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

Annual meeting date: May 15, 2026 Say-on-pay votes for: 38,990,583 votes Say-on-pay votes against: 1,632,219 votes +3 more

6 metrics

Annual meeting date May 15, 2026 Date of 2026 annual meeting of stockholders

Say-on-pay votes for 38,990,583 votes Advisory vote on executive compensation

Say-on-pay votes against 1,632,219 votes Advisory vote on executive compensation

Auditor ratification votes for 40,460,649 votes Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification votes against 1,363,926 votes Ratification of PricewaterhouseCoopers LLP for 2026

Michael J. Tokich director votes for 40,355,298 votes Election of director Michael J. Tokich

Key Terms

advisory basis, broker non-votes, independent registered public accounting firm, emerging growth company

4 terms

advisory basis financial

"the approval, on an advisory basis, of the compensation of the Company’s named executive officers"

broker non-votes financial

"Name | For | Against | Abstain | Broker Non-Votes"

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

"the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 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.

emerging growth company regulatory

"Emerging growth company"

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.

Understanding 8-K Material Events →

0000096943false00000969432026-05-152026-05-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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

TELEFLEX INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware			1-5353			23-1147939
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(IRS Employer Identification No.)

550 E. Swedesford Rd., Suite 400

Wayne,

PA

19087

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code

(610)

225-6800

Not applicable

(Former Name or Former Address, If Changed Since Last Report)

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 Stock, par value $1 per share

TFX

New York Stock Exchange

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:

☐ 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))

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) The Company held its 2026 annual meeting of stockholders on May 15, 2026 (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s stockholders voted on:

•the election of seven directors of the Company to serve for a term of one year or until their successors have been duly elected and qualified;

•the approval, on an advisory basis, of the compensation of the Company’s named executive officers; and

•the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

(b) The final voting results with respect to each proposal are set forth below.

1.    Election of Directors

Name			For			Against			Abstain			Broker Non-Votes
Candace H. Duncan			39,560,102			1,073,844			26,788			1,218,375
Gretchen R. Haggerty			39,710,512			911,027			39,195			1,218,375
Andrew A. Krakauer			39,550,678			1,069,817			40,239			1,218,375
Neena M. Patil			39,696,958			915,030			48,746			1,218,375
Stuart A. Randle			40,124,886			496,708			39,140			1,218,375
Jaewon Ryu			39,747,124			893,767			19,843			1,218,375
Michael J. Tokich			40,355,298			239,994			65,442			1,218,375

2.    Advisory Vote on Compensation of Named Executive Officers

For			Against			Abstain			Broker Non-Votes
38,990,583			1,632,219			37,932			1,218,375

3.    Ratification of Appointment of Independent Registered Public Accounting Firm

For			Against			Abstain			Broker Non-Votes
40,460,649			1,363,926			54,534			0

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 20, 2026 TELEFLEX INCORPORATED

By: /s/ Daniel V. Logue Name: Daniel V. Logue Title: Corporate Vice President, General Counsel and Secretary

FAQ

What did Teleflex (TFX) shareholders vote on at the 2026 annual meeting?

Teleflex shareholders voted on electing seven directors, approving executive compensation on an advisory basis, and ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026. All three proposals received strong majority support from voting stockholders.

Were all Teleflex (TFX) director nominees elected at the 2026 annual meeting?

Yes, all seven Teleflex director nominees were elected with clear majorities. Each candidate, including Candace H. Duncan and Michael J. Tokich, received approximately 39.5–40.4 million votes in favor, with relatively low against and abstain totals and consistent broker non-votes.

How did Teleflex (TFX) shareholders vote on executive compensation in 2026?

Teleflex shareholders approved the advisory resolution on named executive officer compensation. The vote totals were 38,990,583 for, 1,632,219 against, and 37,932 abstentions, with 1,218,375 broker non-votes, indicating broad support for the company’s current executive pay program.

Which audit firm did Teleflex (TFX) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Teleflex’s independent registered public accounting firm for 2026. Voting results were 40,460,649 for, 1,363,926 against, and 54,534 abstentions, with no broker non-votes recorded on the auditor ratification proposal.

When was Teleflex’s 2026 annual meeting of stockholders held?

Teleflex held its 2026 annual meeting of stockholders on May 15, 2026. At this meeting, investors voted on the election of seven directors, an advisory say-on-pay proposal, and the ratification of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.

Filing Exhibits & Attachments

3 documents

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