NPK National Presto Industries Inc - 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 19, 2026, the Board of Directors (the “Board”) of National Presto Industries, Inc. (the “Company”) approved amendments to the Company’s by-laws. The By-Laws as amended and restated as of May 19, 2026 (the “By-Laws”) became effective immediately upon adoption. The amendments:

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revise the advance notice provisions in Section 2.13, including to add (i) enhanced information requirements and representations for stockholders proposing business and/or director nominations and (ii) address matters relating to the SEC’s universal proxy rules under Rule 14a-19;

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permit the Company to hold meetings of stockholders by remote communication;

●

permit the Board to adopt, or the chair of any meeting of stockholders to prescribe, rules and regulations for the conduct of the meetings of stockholders; and

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make certain other ministerial, modernizing and conforming changes.

The foregoing description of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

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

On May 19, 2026, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders voted on the 3 proposals set forth below, each of which is described in greater detail in the Company’s Proxy Statement. The final voting results for each proposal are set forth below. A press release regarding the outcome of the votes of stockholders is attached hereto as Exhibit 99.1.

Proposal 1 - Election of directors

Stockholders re-elected Randy F. Lieble and Joseph G. Stienessen as directors of the Company, each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The voting results with respect to this proposal were as follows:

Name

For

Withheld

Broker Non-Votes

Randy F. Lieble

4,748,721

857,441

495,307

Joseph G. Stienessen

3,769,951

1,836,211

495,307

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of RSM US LLP as the independent registered public accounting firm of the Company for fiscal year ending December 31, 2026. The voting results with respect to this proposal were as follows:

For

Against

Abstain

Broker Non-Votes

6,093,675

4,585

3,209

0

Proposal 3 – Advisory (Non-Binding) Vote on Executive Compensation

Stockholders approved, on a non-binding advisory basis, the compensation of our named executive officers. The voting results with respect to this proposal were as follows:

For

Against

Abstain

Broker Non-Votes

5,464,831

131,988

9,343

495,307

Item 8.01 Other Events.

As previously reported on a Current Report on Form 8-K filed on March 4, 2026, the Company announced that Jeff Morgan would retire as Vice President of Engineering as of April 30, 2026. On May 19, 2026, the Company appointed Shane A. Straw, Sr., 55, as its new Vice President of Engineering effective May 19, 2026.

On May 19, 2026, the Board adopted certain modifications to the Company’s policy on insider trading. A copy of the Policy Statement Regarding Insider Trading is attached as Exhibit 19.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

By-Laws of National Presto Industries, Inc. as amended and restated May 19, 2026

19.1

Policy Statement Regarding Insider Trading (updated May 2026)

99.1

Press release dated May 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)