Redwire Corp (RDW) - Form 8-K Summary
Business Context and Reporting Period
This Current Report (Form 8-K) covers events occurring on May 20, 2026, specifically the results of the 2026 Annual Meeting of Shareholders and a significant capital structure change involving the conversion of preferred stock.
Key Financial Metrics and Capital Structure
The filing does not report revenue, profit, cash flow, or operating margins. Key capital structure data points include:
- Common Stock Outstanding (Record Date): 198,918,728 shares.
- Series A Convertible Preferred Stock (Pre-Conversion): 46,505.13 shares, representing 16,067,291 votes on an as-converted basis.
- Preferred Stock Conversion: All 46,505.13 shares of Series A Convertible Preferred Stock held by AE Industrial Partners were converted into 15,247,586 shares of common stock.
- Dividend Payment: The Company paid accrued and unpaid cash dividends associated with the converted preferred shares.
- Post-Conversion Status: Zero shares of Series A Convertible Preferred Stock remain outstanding.
Material Changes
The primary material change is the complete elimination of the Company's Series A Convertible Preferred Stock class following the voluntary conversion by AE Industrial Partners. This action increased the total common share count by approximately 15.2 million shares and settled accrued dividend obligations.
Shareholder Voting Results and Governance
Shareholders approved all proposals at the Annual Meeting:
- Proposal 1 (Directors): Elected Class II Directors Reggie Brothers, Michael Greene, and Dorothy D. Hayes. Notably, Reggie Brothers received significant withheld votes (29.4 million) compared to the other nominees.
- Proposal 2 (Auditor): Ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026.
- Proposal 3 (Say-on-Pay): Approved named executive officer compensation (87.5 million votes for vs. 5.2 million against).
- Proposal 4 (Frequency of Say-on-Pay): Shareholders voted to hold future advisory compensation votes annually.
Investor Verification Checklist
- Verify the exact number of new common shares issued (15,247,586) and the resulting total share count post-conversion.
- Confirm the total cash amount paid for accrued and unpaid dividends on the converted preferred stock.
- Review the Proxy Statement for details on the compensation package approved in Proposal 3.
- Monitor the Board's response to the significant number of votes withheld for Director Reggie Brothers.