ATRO Astronics Corp - 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, Astronics Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the following:

1. The election of the Board of Directors;

2. The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the current fiscal year;

3. A non-binding shareholder advisory vote on the compensation of the Company’s named executive officers;

4. The adoption of the Astronics Corporation 2026 Long Term Incentive Plan (the “2026 LTIP”); and

5. The adoption of the Astronics Corporation 2026 Employee Stock Purchase Plan (the “ESPP”).

In accordance with the Company’s Restated Certificate of Incorporation, as amended, on all agenda items the holders of Astronics common shares and Class B shares voted together as one class, with each common share entitled to one vote and each Class B share entitled to ten votes.

The final voting results on each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:

1. Election of the Board of Directors. The nominees to the Board of Directors were elected based on the following votes:

For

Withheld

Broker Non-Votes

Robert T. Brady

43,173,049

3,211,885

5,512,038

Jeffry D. Frisby

46,061,671

323,263

5,512,038

Peter J. Gundermann

45,870,198

514,736

5,512,038

Warren C. Johnson

38,776,245

7,608,689

5,512,038

Robert S. Keane

36,454,346

9,930,588

5,512,038

Neil Y. Kim

46,089,334

295,600

5,512,038

Mark Moran

35,331,124

11,053,810

5,512,038

Linda O’Brien

38,752,044

7,632,890

5,512,038

Fay West

45,224,634

1,160,300

5,512,038

2. Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026. A total of 51,289,688 votes were cast for the proposal, 523,194 votes were cast against it and 84,090 votes abstained. There were no broker non-votes on the proposal. The affirmative votes constituted more than a majority of the votes represented at the meeting, the number needed to approve the proposal.

3. The non-binding shareholder advisory vote on the compensation of the Company's named executive officers. A total of 44,813,274 votes were cast for the proposal, 1,366,153 votes were cast against it and 205,507 votes abstained. There were 5,512,038 broker non-votes on the proposal. The shareholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy.

4. The adoption of the Astronics Corporation 2026 Long Term Incentive Plan. A total of 42,885,555 votes were cast for the proposal, 3,344,537 votes were cast against it and 154,842 votes abstained. There were 5,512,038 broker non-votes on the proposal. The affirmative vote constituted more than a majority of the votes represented at the meeting, the number needed to approval the proposal.

5. The adoption of the Astronics Corporation 2026 Employee Stock Purchase Plan. A total of 46,218,739 votes were cast for the proposal, 146,323 votes were cast against it and 19,872 votes abstained. There were 5,512,038 broker non-votes on the proposal. The affirmative vote constituted more than a majority of the votes represented at the meeting, the number needed to approval the proposal.