Alight, Inc. / Delaware

8-K · alit-20260610.htm iXBRL

0001809104 2026-06-10 2026-06-10

 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 10, 2026
 __________________________________________
 Alight, Inc.
 (Exact name of Registrant as Specified in Its Charter)
 __________________________________________

 Delaware
 001-39299
 86-1849232

 (State or Other Jurisdiction
 of Incorporation)
 (Commission File Number) (IRS Employer
 Identification No.)

      
 320 South Canal Street,
  
 50th Floor , Suite 5000 , Chicago , IL
   60606

 (Address of Principal Executive Offices)   (Zip Code)

 Registrant’s Telephone Number, Including Area Code: (224) 737-7000

 Not Applicable
 (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:
 o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 o      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

 Class A Common Stock, par value $0.0001 per share
 ALIT
 New York Stock Exchange

 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 o
 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. o

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

 At the 2026 Annual Meeting of Stockholders of Alight, Inc. (the “Company”) held on June 10, 2026 , stockholders voted on the proposals set forth and described below.

 The number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s independent inspector of election reported the final vote of the stockholders as follows:

 Proposal No. 1 - Election of directors: Each of the Class II directors listed below were elected to serve terms expiring at the 2029 Annual Meeting of Stockholders of the Company and until his successor has been duly elected and qualified, except in the case of such director's earlier death, resignation, retirement, disqualification, removal or incapacity.

 Director Votes For Votes Withheld Broker Non-Votes

 Russell P. Fradin 379,241,185 5,880,741 68,032,569
 Robert A. Lopes, Jr. 301,504,386 83,617,540 68,032,569
 Richard N. Massey 265,516,988 119,604,938 68,032,569

 Proposal No. 2 - Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026: The stockholders approved this proposal.

 Votes For Votes Against Abstain Broker Non-Votes
 450,397,326 2,452,664 304,505 N/A

 Proposal No. 3 - Approval, on an advisory (non-binding) basis, of the 2025 compensation paid to the Company’s named executive officers: The stockholders approved this proposal.

 Votes For Votes Against Abstain Broker Non-Votes
 361,170,871 23,040,552 910,503 68,032,569

 Proposal No. 4 – Approval of an amendment to the Company’s Certificate of Incorporation (the “Alight Charter”) to declassify the Company’s Board of Directors (the “Board”): The stockholders approved this proposal.

 Votes For Votes Against Abstain Broker Non-Votes
 382,592,468 1,483,420 1,046,038 68,032,569

 Proposal No. 5 – Approval of an amendment to the Alight Charter to provide for the elimination of certain officers’ personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware: The stockholders approved this proposal.

 Votes For Votes Against Abstain Broker Non-Votes
 338,989,760 45,099,309 1,032,857 68,032,569

 Proposal No. 6 - Approval of a series of four alternate amendments to the Alight Charter to authorize the Board to effect reverse stock splits of the outstanding shares of common stock at ratios of 1-for-10, 1-for-20, 1-for-30 and 1-for-40 and corresponding decreases in authorized shares: The stockholders approved this proposal.

 Votes For Votes Against Abstain Broker Non-Votes
 446,293,398 6,510,101 350,996 N/A

 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.

 Alight, Inc.

 Date: June 11, 2026
 By: /s/ Martin Felli
 Martin Felli, Chief Legal Officer and Corporate Secretary