CDRE Cadre Holdings, Inc. - 8-K

Item 5.02

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

(b)           At
the Company’s 2026 Annual Meeting of Stockholders held on May 29, 2026 (the “Annual Meeting”), the terms of Gianmaria
C. Delzanno and Deborah A. DeCotis as directors of Cadre Holdings, Inc. (the “Company”) expired. Mr. Delzanno and
Ms. DeCotis were not nominated for re-election at the Annual Meeting. The decision not to nominate Mr. Delzanno and Ms. DeCotis
was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)            Of
the 42,797,451 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 40,406,208 shares of common stock were present
or represented by proxy and entitled to vote, representing approximately 94.41% of the shares of Common Stock entitled to vote at the
Annual Meeting.

(b)           At
the Annual Meeting, the Company’s stockholders: (i) elected each of the following five director nominees standing for
election: Warren B. Kanders, William Quigley, Hamish Norton, Nicholas Sokolow, and Mary Kissel, and (ii) ratified the
appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31,
2026.

The voting results for each proposal are set forth
below:

Proposal 1 – To elect five directors to
serve on the Company’s Board of Directors until the next Annual Meeting of Stockholders and until their successors are duly elected
and qualified:

Name

Votes
For

Votes
Withheld

Broker

Non-Votes

Warren B. Kanders

37,829,555

537,871

2,038,782

William Quigley

34,485,644

3,881,782

2,038,782

Hamish Norton

27,441,282

10,926,144

2,038,782

Nicholas Sokolow

37,979,792

387,634

2,038,782

Mary Kissel

38,340,078

27,348

2,038,782

Proposal 2 – To ratify the appointment of
KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

Votes For

Votes Against

Votes Abstained

Broker

Non-Votes

40,030,528

220,138

155,542

0