Sharkninja Inc.

06/18/2026 | Press release | Distributed by Public on 06/18/2026 14:34

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 18, 2026, as described below, upon the recommendation of the Board of Directors (the "Board") of SharkNinja, Inc. (the "Company"), the Company's shareholders approved an amendment and restatement (the "Amendment and Restatement") of its Amended and Restated Memorandum and Articles of Association to update the disclosures required from shareholders to propose business or nominate directors for appointment at the Company's annual general meeting, align the advance notice period for shareholders to notify the Company of such business proposals or director nominations with market practice for domestic issuers, and make other immaterial changes. The Amendment and Restatement became effective upon the approval by shareholders of the resolution to approve the Amendment and Restatement on June 18, 2026.
A description of the Amendment and Restatement is set forth on page 49 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026, which description is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the full text of the Amendment and Restatement, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 18, 2026, the Company held its 2026 Annual General Meeting (the "Annual Meeting") at 89 A St. Needham, MA 02494 and virtually at: www.virtualshareholdermeeting.com/SN2026. On April 22, 2026, the record date for the Annual Meeting, there were 141,568,925 of the Company's ordinary shares (the "Ordinary Shares") issued and outstanding and entitled to vote at the Annual Meeting. 134,828,408 Ordinary Shares, which represented 95.23% of the votes of the issued and outstanding Ordinary Shares, were present, in person, virtually, or by proxy, at the Annual Meeting. Five items of business were acted upon by the Company's shareholders at the Annual Meeting, each of which was approved by the shareholders.
1. Shareholders re-appointed all of the seven nominees for directors, in each case to hold office in accordance with the Company's Amended and Restated Memorandum and Articles of Association. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTE
Mark Barrocas 123,533,281 1,174,449 71,879 10,048,799
Kathryn J. Barton 120,251,450 4,456,602 71,557 10,048,799
Peter Feld 123,888,797 818,633 72,179 10,048,799
Chi Kin Max Hui 98,131,389 26,564,567 83,653 10,048,799
Barney Tianhao Wang 123,177,599 1,529,963 72,047 10,048,799
Timothy R. Warner 104,937,676 19,757,587 84,346 10,048,799
Jason M. Wortendyke 123,859,380 847,496 72,733 10,048,799
2. Shareholders ratified the appointment of Ernst & Young LLP as the independent registered accounting firm of the Company for the fiscal year ending December 31, 2026. The voting results were as follows:
FOR AGAINST ABSTAIN
134,155,878 37,480 635,050
3. Shareholders approved, on a non-binding advisory basis, the compensation of our named executive officers. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTE
115,503,073 9,231,410 45,126 10,048,799
4. Shareholders selected, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of our named executive officers as "One Year". The voting results were as follows:
ONE YEAR TWO YEARS THREE YEARS ABSTAIN BROKER NON-VOTE
123,853,354 205,886 639,475 80,894 10,048,799
Consistent with the recommendation of the Board and the results of the shareholder vote, the Board has determined that the Company will conduct future non-binding advisory votes on the compensation of the Company's named executive officers every year until the next required vote on the frequency of future advisory votes on the compensation of our named executive officers.
5. Shareholders approved an Amendment and Restatement of the Company's Amended and Restated Memorandum and Articles of Association. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTE
124,285,821 448,385 45,403 10,048,799
No other matters were submitted to or voted on by the Company's shareholders at the Annual Meeting.
Sharkninja Inc. published this content on June 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 18, 2026 at 20:34 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]