Business Context and Reporting Period
This Form 8-K reports on the results of the 2026 Annual Meeting of Stockholders for Lindblad Expeditions Holdings, Inc., held on June 10, 2026. The filing details the voting outcomes for three proposals submitted to security holders.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Voting Results
As of the record date (April 14, 2026), 65,499,714 shares were outstanding. A quorum was established with 55,003,818 shares represented. The stockholders voted on the following proposals:
- Proposal 1: Election of Directors
- Stockholders elected L. Dyson Dryden, John M. Fahey, Catherine B. Reynolds, and Andy Stuart as Class B directors for terms expiring in 2029.
- L. Dyson Dryden: 49,060,918 For; 1,212,286 Withheld.
- John M. Fahey: 46,868,482 For; 3,404,722 Withheld.
- Catherine B. Reynolds: 48,763,972 For; 1,509,232 Withheld.
- Andy Stuart: 49,224,600 For; 1,048,604 Withheld.
- All nominees received significant majority support, with 4,730,614 broker non-votes recorded for each.
- Proposal 2: Advisory Resolution on Executive Compensation
- Stockholders approved the 2025 compensation of named executive officers.
- Results: 49,151,958 For; 1,001,352 Against; 119,891 Abstain.
- Proposal 3: Ratification of Independent Auditor
- Stockholders ratified the appointment of Ernst & Young LLP as the independent registered certified public accounting firm for fiscal year 2026.
- Results: 54,340,611 For; 289,065 Against; 374,142 Abstain.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors. It is strictly a disclosure of voting results.
Investor Verification Checklist
- Verify the terms of the newly elected Class B directors (expiring 2029).
- Confirm the appointment of Ernst & Young LLP as the auditor for fiscal year 2026.
- Review the full Proxy Statement for details on the 2025 executive compensation package that was approved.
- Note the high volume of broker non-votes (approx. 4.73 million) on the director election, indicating shares held by brokers that did not receive voting instructions.