ARKO Corp.

8-K · arko-20260604.htm iXBRL

0001823794 2026-06-04 2026-06-04

  
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
 FORM 8-K
  
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): June 04, 2026

  
  
  
  

  
 ARKO Corp.
 (Exact name of Registrant as Specified in Its Charter)
  
  

 Delaware

 001-39828

 85-2784337

 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

  

  

  

  

  

 8565 Magellan Parkway
 Suite 400

  

 Richmond , Virginia

  

 23227-1150

 (Address of Principal Executive Offices)

  

 (Zip Code)

  

 Registrant’s Telephone Number, Including Area Code: (804) 730-1568

  

  

 (Former Name or Former Address, if Changed Since Last Report)
  
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

 Trading
Symbol(s)

  

Name of each exchange on which registered

 Common Stock, $0.0001 par value per share

  

 ARKO

  

 The Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 The Company held its 2026 Annual Meeting of Stockholders on June 4, 2026 (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

 Proposal 1: Election of six directors to the Board to hold office until the Company’s 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

  

 Votes

 Votes

 Broker

 Director

 For

 Withheld

 Non-Votes

 Sherman K. Edmiston III

 72,713,274

  

 8,113,305

  

 15,886,943

 Yona Fogel

  

 80,691,831

  

 134,748

  

 15,886,943

 Avram Friedman

 79,218,543

  

 1,608,036

  

 15,886,943

 Andrew R. Heyer

  

 60,801,588

  

 20,024,991

  

 15,886,943

 Laura Shapira Karet

  

 79,835,177

  

 991,402

  

 15,886,943

 Arie Kotler

  

 80,458,273

  

 368,306

  

 15,886,943

 Proposal 2: Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s 2026 Proxy Statement for the Annual Meeting:

 Votes

 Votes

 Broker

 For

 Against

 Abstentions

 Non-Votes

 74,199,282

  

 5,966,842

  

 660,455

  

 15,886,943

 Proposal 3: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year:

 Votes

 Votes

 Broker

 For

 Against

 Abstentions

 Non-Votes

 95,991,876

  

 718,988

  

 2,658

 —

 No other matters were considered or voted upon at the Annual Meeting.

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  

  

 ARKO CORP.

  

  

  

  

 Date:

 June 8, 2026

 By:

 /s/ Arie Kotler

  

  

 Name:
 Title:

 Arie Kotler
President, Chief Executive Officer and Chairman of the Board