BELFB Bel Fuse Inc /Nj - 8-K

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, effective the first quarter of 2026, Bel Fuse Inc. (“Bel” or the “Company”) began reporting results under the Aerospace, Defense & Rugged Solutions and Industrial Technology & Data Solutions (“ITDS”) reportable segments as part of a strategic realignment of its business units. In furtherance of this realignment, on May 22, 2026, the Company determined to name Kenneth Lai as Senior Vice President ITDS, effective late second quarter or early third quarter of 2026. In this role, Mr. Lai’s responsibilities expand to include the Company’s India and private label operations, in addition to China and other Asia locations. As a result of this change in responsibilities, Mr. Lai is no longer determined to be an “executive officer” or “officer” of the Company as defined in Rules 3b-7 and 16a-1(f) under the Securities Exchange Act of 1934, as amended, respectively.

The information regarding the 2026 Plan (as defined below) in Item 5.07 is incorporated herein by reference.

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

On May 26, 2026, Bel held its 2026 annual meeting of shareholders (the "2026 Annual Meeting"). At the 2026 Annual Meeting, the shareholders voted on the following proposals set forth below, as described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2026 (the "Proxy Statement").

As indicated in the Proxy Statement, holders of record of the Company's Class A Common Stock at the close of business on March 31, 2026 (the record date fixed by the board of directors (the "Board")) were entitled to receive notice of, and to vote at, the 2026 Annual Meeting.  At the close of business on the record date, there were a total of 2,115,263 shares of Class A Common Stock outstanding and entitled to vote at the 2026 Annual Meeting, each of which was entitled to one vote on all matters.

A total of 1,914,319 shares of Class A Common Stock were represented in person or by proxy at the 2026 Annual Meeting and entitled to vote. The final voting results from the 2026 Annual Meeting are as follows:

Proposal 1 : The election of two nominees to serve as directors for three-year terms. The directors were elected by the following votes:

Name

For

Withheld

Broker Non-Votes

Rita V. Smith

1,339,144

416,757

158,418

Jacqueline Brito

1,303,369

452,532

158,418

Proposal 2: The ratification of the designation of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026. This proposal was approved by the following votes:

For

Against

Abstentions

1,785,986

428

127,905

Proposal 3: The approval, on an advisory basis, of the executive compensation of the Company's named executive officers. This proposal was approved by the following votes:

For

Against

Abstentions

Broker Non-Votes

1,564,823

20,528

170,550

158,418

Proposal 4: The approval of the 2026 Equity Compensation Plan (previously approved by the board of directors of the Company) (the "2026 Plan"). This proposal was approved by the following votes:

For

Against

Abstentions

Broker Non-Votes

1,571,450

13,739

170,712

158,418

The material features of the 2026 Plan are described in Proposal 4 of the Proxy Statement, as qualified entirely by reference to the 2026 Plan filed as Exhibit 10.1 hereto. This description of the 2026 Plan and Exhibit 10.1 are also incorporated herein by reference.

Proposal 5: A shareholder proposal to provide Class A Common Shareholders with the right to convert their shares into Class B Common Stock. This proposal was rejected by the following votes:

For

Against

Abstentions

Broker Non-Votes

736,905

1,016,457

2,539

158,418

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

10.1

2026 Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 10, 2026).*

* Management contract or compensatory plan or arrangement.