PHINIA INC. Form 8-K Summary
Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Shareholders held by PHINIA Inc. on May 22, 2026. The filing was submitted on May 28, 2026.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting outcomes.
Material Changes and Voting Results
The following proposals were submitted to shareholders and approved:
- Proposal 1 (Election of Directors): All eight nominees were elected. The highest number of "Against" votes was cast for Roger J. Wood (468,870), while the lowest was for Brady D. Ericson (37,786). Broker non-votes totaled 2,011,831 for all nominees.
- Proposal 2 (Executive Compensation): Shareholders approved the advisory vote on executive compensation with 32,277,398 votes "For" and 807,464 votes "Against."
- Proposal 3 (Auditor Ratification): Shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026 with 34,885,528 votes "For" and 223,126 votes "Against."
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the specific reasons for the elevated "Against" votes on Director Roger J. Wood compared to other nominees.
- Confirm the total number of shares outstanding to calculate the percentage of votes cast for each proposal.
- Review the full proxy statement for details on the executive compensation package approved in Proposal 2.