LUXFER HOLDINGS PLC

Current report (Form 8-K) · Jun 12, 2026 · Item 5.07 · Financial statements

Company

LUXFER HOLDINGS PLC

Documents

Primary topic

Item 5.07

Filed

Jun 12, 2026

Overview Analysis Documents(7)Full text

Type

8-K

File

lxfr20260611_8k.htm

Document text
8-K · lxfr20260611_8k.htm iXBRL 0001096056 2026-06-11 2026-06-11 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 11, 2026 ______________________________________________ Luxfer Holdings PLC __________________________ (Name of Registrant as Specified in Charter) England and Wales 001-35370 98-1024030 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 3016 Kansas Avenue , Riverside , CA , 92507 (Address and Zip Code of Principal Executive Offices) Registrant’s Telephone Number, including Area Code: + 1 414 - 269-2419 Title of each class Trading Symbol(s) Name of each exchange on which registered Ordinary Shares , nominal value £0.50 each LXFR New York Stock Exchange 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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☐ 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. Section 5 Corporate Governance and Management Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its 2026 AGM on Thursday, June 11, 2026, in Manchester, England. There were 27,006,409 ordinary shares issued and outstanding at the close of business on April 17, 2026, the voting record date, which were entitled to receive notice of, and vote at, the AGM. Holders of 24,297,754 ordinary shares (90.0%) were represented in person or by proxy at the AGM, constituting a quorum. At the AGM, the Company’s shareholders voted on fourteen resolutions; each of which is described in detail on pages 14-23 of the Proxy Statement. The number of votes cast for or against, and the number of abstentions and any non-votes, with respect to each resolution are set forth below. The results detailed below represent final voting results. Ordinary Resolutions 1-7: Election of Directors The nominees listed below were elected to serve as Directors of the Company for a one year term, expiring on completion of the 2027 Annual General Meeting of Shareholders. Nominee Votes For Votes Against Abstentions Non-Votes Andy Butcher 22,497,143 78,822 2,687 1,719,102 Patrick Mullen 22,295,622 280,344 2,686 1,719,102 Clive Snowdon 21,816,453 759,512 2,687 1,719,102 Lisa Trimberger 22,370,404 205,662 2,586 1,719,102 Richard Hipple 22,171,423 404,547 2,682 1,719,102 Stewart Watson 22,496,152 79,613 2,887 1,719,102 Sylvia A. Stein 22,301,829 272,042 4,781 1,719,102 Ordinary Resolution 8: Approval of the Directors ’ Remuneration Report The Company’s shareholders approved the Directors’ Remuneration Report for the year ended December 31, 2025 Votes For Votes Against Abstentions Non-Votes 21,502,968 548,112 527,572 1,719,102 Ordinary Resolution 9: Approval of Executive Compensation The Company’s shareholders approved, by non-binding advisory vote, that the compensation of the Company’s Named Executive Officers for the year ended December 31, 2025 be approved. Votes For Votes Against Abstentions Non Votes 21,501,896 551,982 524,774 1,719,102 Ordinary Resolution 10: Frequency of “ say-on-pay ” votes On a non-binding advisory basis, the Company’s shareholders voted to hold a “say-on-pay” vote on the compensation of the Company’s Named Executive Officers every 1 year, consistent with the recommendation of the Board of Directors (the “Board”). Votes for Every 1 Year Votes for Every 2 Years Votes for Every 3 Years Abstentions Non Votes 21,569,645 2,795 994,820 11,392 1,719,102 In light of the results of this vote and other factors, on June 11, 2026, the Board resolved that it would hold an advisory vote on the compensation of its Named Executive Officers every 1 year until the Company holds the next shareholder advisory vote on the frequency of “say-on-pay” votes, which shall be no later than the Company’s 2027 Annual General Meeting of Shareholders. Ordinary Resolution 11: Ratification of the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2027 Annual General Meeting The Company’s shareholders ratified the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2027 Annual General Meeting. Votes For Votes Against Abstentions Non-Votes 23,224,484 1,067,255 6,015 – Ordinary Resolution 12: Authorization of the Audit Committee to set the independent auditor ’ s remuneration The Company’s shareholders authorized the Audit Committee to set the remuneration of PricewaterhouseCoopers LLP as the Company’s independent auditor. Votes For Votes Against Abstentions Non-Votes 24,280,164 12,626 4,964 – Special Resolution 13: Authorization of the Board of Directors to issue shares and to grant rights to subscribe for or convert securities into shares The Board of Directors be generally and unconditionally authorized, for the purposes of section 551 of the Companies Act, to exercise all powers of the Company to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $70,739,136, which is equivalent to 20% of the Company’s issued share capital as of April 1, 2026, to such persons and at such times and on such terms as the Directors think proper, provided that this authority shall, unless renewed, varied, or revoked by the Company, expire upon conclusion of the next Annual General Meeting of the Company Votes For Votes Against Abstentions Non-Votes 23,679,176 609,041 9,537 – Special Resolution 14: Authorization of the Board of Directors to disapply preemptive rights to equity securities issued or sold for cash The Company’s shareholders authorized the Board of Directors be generally authorized, in accordance with sections 570 and 573 of the Companies Act, to issue equity securities (as defined in section 560 of the Companies Act) for cash, pursuant to the authority conferred on the Board by Resolution 13 above, and/or to sell ordinary shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act did not apply to any such issuance or sale. This power shall be limited to the issuance of equity securities or sale of treasury shares up to an aggregate nominal amount of $17,684,784 and shall expire upon conclusion of the 2027 Annual General Meeting. Votes For Votes Against Abstentions Non-Votes 24,151,541 139,175 7,038 – Section 9 – Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 104 Interactive Data File (Inline XRBL tagging embedded within Cover Page of this Current Report on Form 8-K) 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, thereunto duly authorized. Luxfer Holdings PLC (Registrant) Date: June 12, 2026 By: /s/ Benjamin M. Coulson Name: Benjamin M. Coulson Title: Corporate Controller & Company Secretary

Document text

8-K · lxfr20260611_8k.htm iXBRL

0001096056

 2026-06-11
 2026-06-11

  

 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 11, 2026

 ______________________________________________

  

 Luxfer Holdings PLC

 __________________________

 (Name of Registrant as Specified in Charter)

  

 England and Wales

 001-35370

 98-1024030

 (State or Other Jurisdiction

 of Incorporation)

 (Commission

 File Number)

 (IRS Employer

 Identification No.)

  

 3016 Kansas Avenue ,

 Riverside ,  CA , 92507

 (Address and Zip Code of Principal Executive Offices)

 Registrant’s Telephone Number, including Area Code: + 1 414 - 269-2419

  

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Ordinary Shares , nominal value £0.50 each

 LXFR

 New York Stock Exchange

  

 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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐

 Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

  

 ☐

 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.

  

  

  

  

 Section 5           Corporate Governance and Management

  

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

  

 The Company held its 2026 AGM on Thursday, June 11, 2026, in Manchester, England. There were 27,006,409 ordinary shares issued and outstanding at the close of business on April 17, 2026, the voting record date, which were entitled to receive notice of, and vote at, the AGM. Holders of 24,297,754 ordinary shares (90.0%) were represented in person or by proxy at the AGM, constituting a quorum.

  

 At the AGM, the Company’s shareholders voted on fourteen resolutions; each of which is described in detail on pages 14-23 of the Proxy Statement. The number of votes cast for or against, and the number of abstentions and any non-votes, with respect to each resolution are set forth below. The results detailed below represent final voting results.

  

 Ordinary Resolutions 1-7: Election of Directors

  

 The nominees listed below were elected to serve as Directors of the Company for a one year term, expiring on completion of the 2027 Annual General Meeting of Shareholders.

  

 Nominee

 Votes For

 Votes Against

 Abstentions

 Non-Votes

 Andy Butcher

  22,497,143

  78,822

  2,687

  1,719,102

 Patrick Mullen

  22,295,622

  280,344

 2,686

 1,719,102

 Clive Snowdon

 21,816,453

  759,512

 2,687

 1,719,102

 Lisa Trimberger

 22,370,404

  205,662

  2,586

 1,719,102

 Richard Hipple

 22,171,423

  404,547

  2,682

 1,719,102

 Stewart Watson

 22,496,152

  79,613

  2,887

  1,719,102

 Sylvia A. Stein

 22,301,829

  272,042

  4,781

  1,719,102

  

 Ordinary Resolution 8: Approval of the Directors ’ Remuneration Report

  

 The Company’s shareholders approved the Directors’ Remuneration Report for the year ended December 31, 2025

  

 Votes For

 Votes Against

 Abstentions

 Non-Votes

 21,502,968

 548,112

 527,572

 1,719,102

  

 Ordinary Resolution 9: Approval of Executive Compensation

  

 The Company’s shareholders approved, by non-binding advisory vote, that the compensation of the Company’s Named Executive Officers for the year ended December 31, 2025 be approved.

  

 Votes For

 Votes Against

 Abstentions

 Non Votes

 21,501,896

 551,982

 524,774

 1,719,102

  

 Ordinary Resolution 10: Frequency of “ say-on-pay ” votes

  

 On a non-binding advisory basis, the Company’s shareholders voted to hold a “say-on-pay” vote on the compensation of the Company’s Named Executive Officers every 1 year, consistent with the recommendation of the Board of Directors (the “Board”).

  

 Votes for Every 1 Year

 Votes for Every 2 Years

 Votes for Every 3 Years

 Abstentions

 Non Votes

 21,569,645

 2,795

 994,820

 11,392

 1,719,102

  

 In light of the results of this vote and other factors, on June 11, 2026, the Board resolved that it would hold an advisory vote on the compensation of its Named Executive Officers every 1 year until the Company holds the next shareholder advisory vote on the frequency of “say-on-pay” votes, which shall be no later than the Company’s 2027 Annual General Meeting of Shareholders.

  

 Ordinary Resolution 11: Ratification of the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2027 Annual General Meeting

  

 The Company’s shareholders ratified the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2027 Annual General Meeting.

  

 Votes For

 Votes Against

 Abstentions

 Non-Votes

 23,224,484

 1,067,255

 6,015

 –

  

 Ordinary Resolution 12: Authorization of the Audit Committee to set the independent auditor ’ s remuneration

  

 The Company’s shareholders authorized the Audit Committee to set the remuneration of PricewaterhouseCoopers LLP as the Company’s independent auditor.

  

 Votes For

 Votes Against

 Abstentions

 Non-Votes

 24,280,164

 12,626

 4,964

 –

  

 Special Resolution 13: Authorization of the Board of Directors to issue shares and to grant rights to subscribe for or convert securities into shares

  

 The Board of Directors be generally and unconditionally authorized, for the purposes of section 551 of the Companies Act, to exercise all powers of the Company to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $70,739,136, which is equivalent to 20% of the Company’s issued share capital as of April 1, 2026, to such persons and at such times and on such terms as the Directors think proper, provided that this authority shall, unless renewed, varied, or revoked by the Company, expire upon conclusion of the next Annual General Meeting of the Company

  

 Votes For

 Votes Against

 Abstentions

 Non-Votes

 23,679,176

 609,041

 9,537

 –

  

  

  

  

  

 Special Resolution 14: Authorization of the Board of Directors to disapply preemptive rights to equity securities issued or sold for cash

  

 The Company’s shareholders authorized the Board of Directors be generally authorized, in accordance with sections 570 and 573 of the Companies Act, to issue equity securities (as defined in section 560 of the Companies Act) for cash, pursuant to the authority conferred on the Board by Resolution 13 above, and/or to sell ordinary shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act did not apply to any such issuance or sale. This power shall be limited to the issuance of equity securities or sale of treasury shares up to an aggregate nominal amount of $17,684,784 and shall expire upon conclusion of the 2027 Annual General Meeting.

  

 Votes For

 Votes Against

 Abstentions

 Non-Votes

 24,151,541

 139,175

 7,038

 –

  

 Section 9 – Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits.

  

 (d)          Exhibits

  

 Exhibit

 Number           Description

  

 104         Interactive Data File (Inline XRBL tagging embedded within Cover Page of this Current Report on Form 8-K)

  

 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, thereunto duly authorized.

  

  

  

  

 Luxfer Holdings PLC

 (Registrant)

  

  

  

 Date: June 12, 2026

  

  

    By: /s/ Benjamin M. Coulson Name: Benjamin M. Coulson

 Title: Corporate Controller & Company Secretary

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