1,049 material Form 8-K filings that 816 companies we cover made with the SEC in May 2025, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
RH appointed Lisa Chi as President and Co-Chief Creative & Merchandising Officer, working alongside current President Eri Chaya, reporting to Chairman and CEO Gary Friedman. Chi is rejoining RH after serving as Chief Merchandising Officer at Arhaus, Inc. since July 2021, and her pay package includes a $1,000,000 base salary and equity awards.
Appointment approved by the Board on May 20, 2025; Chi will co-lead product development, merchandising, inventory planning, sourcing, manufacturing and marketing with Eri Chaya.
Chi's pay includes a $1,000,000 annual base salary, guaranteed raises of $100,000 per year over the next two years, and a 50% LIP target payout.
Equity grants include 20,000 restricted stock units and options to buy 50,000 shares of common stock.
RH also entered a compensation protection agreement giving Chi base salary and continued vesting of initial equity for 24 months after certain terminations.
At its May 20, 2025 annual meeting, Burlington Stores stockholders approved a First Amendment to the 2022 Omnibus Incentive Plan that adds 3,100,000 shares to the plan. The amendment also clarifies that shares tendered or withheld for stock appreciation rights cannot be reissued under the plan. Stockholders also re-elected four directors, ratified Deloitte & Touche LLP as auditor for the fiscal year ending January 31, 2026, and approved the compensation of named executive officers in an advisory vote.
First Amendment adds 3,100,000 shares to the 2022 Omnibus Incentive Plan, approved May 20, 2025.
Compensation advisory vote: 53,015,094 votes for and 6,473,424 against.
Four directors elected to one-year terms, including Shira Goodman, John Mahoney, Laura Sen and Paul Sullivan.
Deloitte & Touche LLP ratified as auditor for the fiscal year ending January 31, 2026, with 58,702,889 votes for and 1,723,801 against.
At its annual meeting on May 22, 2025, Royal Gold stockholders approved the company's 2025 Incentive Plan, elected three Class II directors to serve until the 2028 annual meeting, and approved executive pay on an advisory basis. Stockholders also ratified Ernst & Young LLP as the independent auditor for 2025. The filing reports votes and approvals only, with no financial results.
Stockholders approved the 2025 Incentive Plan with 52,005,648 votes for and 1,632,022 against.
Directors William Hayes, Mark Isto and Ronald Vance were elected to serve until the 2028 annual meeting.
Advisory say-on-pay proposal passed with 52,588,579 votes for and 1,019,638 against.
Ernst & Young LLP was ratified as auditor for the year ending December 31, 2025, with 58,731,816 votes for.
At its 2025 Annual Meeting on May 20, 2025, in Kingwood, Texas, Insperity stockholders approved a First Amendment to the Insperity, Inc. Incentive Plan that adds 620,000 shares available for issuance. The vote also elected four Class III directors, approved an advisory say-on-pay vote, and ratified Ernst & Young LLP as the independent auditor for 2025.
Plan amendment approved with 32,848,275 votes for and 407,914 against, plus 50,281 abstentions and 2,338,231 broker non-votes.
Amendment requires a one-year minimum vesting period for non-employee director awards, with specified exceptions.
Ernst & Young LLP ratified as auditor for the year ending December 31, 2025, with 33,485,884 votes for and 2,141,053 against.
Four Class III directors elected for terms expiring at the 2028 annual meeting: Eli Jones, Randall Mehl, John M. Morphy and Richard G. Rawson.
At its May 22, 2025 annual meeting, EPAM stockholders approved a new 2025 Long Term Incentive Plan reserving up to 2,500,000 shares, replacing the 2015 plan, and approved charter and bylaw amendments that declassify the board and reduce supermajority voting requirements to a majority vote. The changes took effect May 22, 2025, and change how the board is elected and how shareholders can amend governing documents.
2025 Long Term Incentive Plan reserves up to 2,500,000 shares of common stock and replaces the 2015 plan; effective May 22, 2025
Charter amendments declassify the board and reduce supermajority requirements to a majority vote; effective May 22, 2025
Advisory simple-majority proposal passed with 24,205,827 votes for and 22,062,289 against; the board will examine the results
Richard Michael Mayoras, Karl Robb and Helen Shan were elected as Class I directors for terms ending at the 2028 annual meeting
At its annual meeting, QuidelOrtho stockholders approved an amended and restated 2018 Equity Incentive Plan that adds 6,200,000 shares for issuance and extends the plan's term to May 20, 2035. Stockholders also elected all eleven director nominees and ratified KPMG LLP as the independent auditor for fiscal 2025. The filing reports routine annual meeting votes and does not report a change in financial results.
Equity plan amended to authorize 6,200,000 additional shares of common stock, with the term extended to May 20, 2035
Plan approval vote: 56,197,594 for, 3,246,510 against, 16,694 abstentions, and 3,395,934 broker non-votes
All eleven director nominees were elected; Kenneth J. Widder, M.D. received 58,150,438 votes for and Kenneth F. Buechler, Ph.D. received 56,977,744
KPMG LLP ratified as independent registered public accounting firm for fiscal 2025 with 62,737,831 votes for
On May 21, 2025, Greenbrier amended its credit agreement with Bank of America, extending its $600 million revolving facility and $250 million term loans to May 21, 2030. The amendment also raised several negative covenant limits, including the dividend basket to $1.28 per share per fiscal year and the share repurchase basket to $50 million per fiscal year, which gives the company more room to pay dividends and buy back shares.
Revolving facility of up to $600.0 million and $250 million in term loans both extended to May 21, 2030.
Term loans to be repaid in quarterly installments of $3,125,000, starting September 30, 2025.
Dividend basket raised from $1.08 to $1.28 per share per fiscal year; share repurchase basket raised from $25 million to $50 million per fiscal year.
Castings LLC and Greenbrier Tank Components, LLC joined as guarantors and debtors under the existing facility.
Scholastic's board accepted the retirement of Andrew S. Hedden as Executive Vice President, General Counsel, and Secretary, effective May 31, 2025. Deputy General Counsel Chris Lick was appointed to succeed him effective June 1, 2025, and Hedden will remain with the company as Senior Counselor. The filing describes a planned leadership transition in the legal department and does not report any financial figures.
Andrew S. Hedden retires as Executive Vice President, General Counsel, and Secretary effective May 31, 2025; he joined Scholastic in 2008 and held the role since then
Chris Lick, Deputy General Counsel, becomes Executive Vice President, General Counsel and Secretary effective June 1, 2025
Board action on both changes was taken May 21, 2025; Hedden will continue as Senior Counselor
General Mills approved a multi-year global transformation initiative on May 20, 2025, aimed at raising productivity through end-to-end process changes and targeted organizational actions. The company expects total charges of about $130 million through fiscal 2028, of which about $120 million will be cash, with about $70 million recorded in the fourth quarter of fiscal 2025, mainly for severance.
Total anticipated charges of approximately $130 million, of which approximately $120 million is cash
About $70 million expected to be recorded in the fourth quarter of fiscal 2025, primarily severance
Actions expected to be substantially completed by the end of fiscal 2028
Company says actual costs and timing may differ and additional charges are possible
Motorola Solutions agreed on May 27, 2025 to acquire all equity of Silvus Technologies, a maker of mobile ad-hoc network technology, for $4.4 billion in upfront consideration, plus up to $600 million in earnouts tied to 2027 and 2028 performance. The deal is funded partly by $2.5 billion in committed term loans and cash, and the company expects it to be accretive to non-GAAP EPS within 12 months, while closing depends on regulatory approvals and is expected in Q3 or Q4 2025.
Upfront consideration of $4.4 billion: about $4.38 billion in cash and about $20 million in restricted common stock
Earnouts of up to $150 million for the period July 5, 2026 to July 3, 2027, and up to $450 million for July 4, 2027 to July 1, 2028, payable in stock
$2.5 billion in senior unsecured delayed draw term loan commitments from Bank of America, Mizuho Bank and Deutsche Bank
Outside Date of November 28, 2025, extendable to February 27, 2026 and May 22, 2026 if required regulatory approvals are pending
Pursuit Attractions and Hospitality, Inc. appointed Michael Bosco as Senior Vice President and Chief Accounting Officer, effective July 1, 2025, succeeding Leslie Striedel, who is stepping down effective June 30, 2025. At its May 22, 2025 annual meeting, shareholders elected all five director nominees, ratified Deloitte & Touche LLP as auditor for 2025, and approved executive compensation on an advisory basis.
Michael Bosco, 39, joins as SVP and Chief Accounting Officer; he starts employment June 16, 2025, with a $285,000 base salary and a 35% target bonus
Leslie Striedel steps down as Chief Accounting Officer effective June 30, 2025
Shareholders ratified Deloitte & Touche LLP for 2025: 26,685,799 for and 419,312 against
Shareholders approved executive compensation: 25,591,612 for and 528,948 against; 96.13% of outstanding shares were represented at the meeting
Rocket Lab signed a Stock Purchase Agreement to acquire all shares of LightRidge Interco, owner of GEOST LLC, a Tucson-based electro-optical and infrared payload maker for national security satellites. The deal is valued at $275 million, paid with up to about $125 million in cash and up to about $150 million in Rocket Lab common stock, with up to $50 million in additional cash earnouts tied to GEOST revenue targets for 2026 and 2027. The transaction is expected to close in the second half of 2025, and the filing does not report GEOST's financial results.
Aggregate consideration of $275 million: up to about $125 million cash and up to about $150 million in common stock
Up to $50 million in potential post-closing cash earnouts tied to GEOST revenue targets for 2026 and 2027
Company agreed to file a resale registration statement for shares issued in the deal; closing expected in the second half of 2025
Agreement signed May 22, 2025; holding company reorganization completed May 23, 2025
Allegion plc said General Counsel Jeffrey Braun will move to the role of Senior Vice President and Advisory Counsel effective June 16, 2025, following the Board's appointment of a successor on May 20, 2025. Mr. Braun is expected to hold the advisory role until his previously disclosed retirement on June 30, 2025. The filing is an administrative leadership transition and does not report financial results or a change in company outlook.
Jeffrey Braun moves from Senior Vice President and General Counsel to Senior Vice President and Advisory Counsel effective June 16, 2025
The Board appointed Mr. Braun's successor on May 20, 2025; the filing does not name the successor
Mr. Braun is expected to retire from the company on June 30, 2025, as previously disclosed
Semtech reported first-quarter fiscal 2026 results for the quarter ended April 27, 2025, with net sales of $251.1 million, up 22% from $206.1 million a year earlier, and GAAP diluted earnings per share of $0.22 versus a loss of $0.36 a year ago. The company also gave second-quarter net sales guidance of $256.0 million plus or minus $5.0 million and adjusted diluted EPS guidance of $0.40 plus or minus $0.03.
Net sales of $251.1 million, up 22% from $206.1 million in Q1 2025 and roughly flat from $251.0 million in Q4 2025.
GAAP diluted EPS of $0.22 versus a loss of $0.36 a year ago; adjusted diluted EPS of $0.38 versus $0.06 a year ago and $0.40 in Q4 2025.
Second-quarter fiscal 2026 outlook: net sales of $256.0 million plus or minus $5.0 million; adjusted diluted EPS of $0.40 plus or minus $0.03.
Debt reduction: a $10 million term loan principal prepayment in Q1 and an additional $15 million to date in Q2, according to CFO Mark Lin.
On May 23, 2025, BILL Holdings' subsidiary Odin Financing entered a $300.0 million revolving credit facility with JPMorgan Chase Bank as administrative agent, maturing November 23, 2027. The loans will fund purchases of BILL Divvy Corporate Card receivables, and the facility is secured by those receivables, with the parent company providing a limited guaranty.
Facility provides up to $300.0 million in revolving loans from JPMorgan Chase Bank, N.A. and other lenders
Loans bear interest at SOFR-based or base rate plus an applicable margin of 1.80%
Facility matures on November 23, 2027 and is secured by BILL Divvy Corporate Card receivables
BILL Holdings provided a limited guaranty of Odin Financing's obligations
Vail Resorts' board appointed Executive Chairperson Rob Katz as CEO effective May 22, 2025, succeeding Kirsten Lynch, who also stepped down as a director. The company reaffirmed its fiscal 2025 guidance but now expects Resort Reported EBITDA in the lower half of the range issued March 10, 2025, excluding one-time CEO transition costs. Katz's CEO compensation has not yet been set and will be disclosed in a later amendment.
Katz became CEO effective May 22, 2025; Lynch's departure is treated as a termination without cause.
Fiscal 2025 Resort Reported EBITDA is expected in the lower half of the guidance range issued March 10, 2025, excluding one-time CEO transition costs.
Lynch will provide strategic advisory services through September 26, 2025, and her vested stock appreciation rights must be exercised within 90 days after that date.
Early season pass sales through the May 26, 2025 deadline are consistent with trends given in the April 24, 2025 metrics release.
At its May 22, 2025 annual meeting, NeoGenomics stockholders approved an amendment adding 4,325,000 shares to the 2023 Equity Incentive Plan, along with a one-year minimum vesting period and limits on share recycling. Stockholders also re-elected nine directors, approved executive pay on an advisory basis, and ratified Deloitte & Touche LLP as auditor.
Stockholders approved adding 4,325,000 shares to the 2023 Equity Incentive Plan, with 94.90% of votes cast in favor.
Amendment sets a one-year minimum vesting period for awards and prohibits re-use of shares withheld for taxes and net share counting on option exercises.
Board will hold advisory votes on named executive compensation every year, after 103,435,850 votes favored annual frequency.
Deloitte & Touche LLP was ratified as independent registered public accountant with 112,929,861 votes for (99.86% of votes cast).
Okta reported results for the fiscal first quarter ended April 30, 2025, with total revenue of $688 million, up 12% year-over-year, and GAAP net income of $62 million, compared with a GAAP net loss of $40 million a year earlier. The company also gave fiscal 2026 full-year revenue guidance of $2.850 billion to $2.860 billion, representing 9% to 10% growth, and second-quarter revenue guidance of $710 million to $712 million.
Q1 fiscal 2026 GAAP diluted net income per share was $0.35, versus a loss of $0.24 a year earlier; non-GAAP diluted EPS was $0.86, versus $0.65.
Non-GAAP operating income was $184 million, or 27% of total revenue, versus $133 million, or 22%, a year earlier.
Operating cash flow was $241 million and free cash flow was $238 million for the quarter.
Full-year fiscal 2026 non-GAAP operating income is expected at $710 million to $720 million, a 25% margin.
Stockholders of Global Net Lease approved the 2025 Omnibus Incentive Compensation Plan at the May 22, 2025 annual meeting, and the board approved a charter amendment increasing authorized stock to 440,000,000 shares. The increase gives the company room to issue more shares, and the filing does not state any planned issuance.
Annual meeting held May 22, 2025; all ten directors were elected, with Edward M. Weil, Jr. receiving 153,522,848 votes for.
2025 Incentive Plan approved with 135,347,644 votes for and 21,966,772 against.
Authorized shares increased to 440,000,000: 400,000,000 common and 40,000,000 preferred, each $0.01 par value; filed May 23, 2025.
PricewaterhouseCoopers LLP ratified as independent auditor for 2025 with 188,813,715 votes for and 953,678 against.
Box reported fiscal first-quarter 2026 results for the period ended April 30, 2025, with revenue of $276.3 million, up 4% year over year, and remaining performance obligations of $1.469 billion, up 21%. Profit per share declined: GAAP diluted EPS was $0.02 versus $0.08, and non-GAAP diluted EPS was $0.30 versus $0.39, with both periods affected by non-cash deferred tax expense. The company also set full-year fiscal 2026 revenue guidance of $1.165 billion to $1.170 billion and non-GAAP EPS guidance of $1.22 to $1.26.
Revenue of $276.3 million, up 4% (5% in constant currency); billings of $242.3 million, up 27%
GAAP diluted EPS of $0.02 versus $0.08; non-GAAP diluted EPS of $0.30 versus $0.39
Fiscal 2026 guidance: revenue of $1.165 billion to $1.170 billion; non-GAAP EPS of $1.22 to $1.26
About 1.6 million shares repurchased for about $50 million; about $152 million of buyback capacity remained as of April 30, 2025
Insight Enterprises repurchased 600,000 shares of its common stock from ValueAct Capital Master Fund under a Share Repurchase Agreement signed May 26, 2025, for aggregate cash of $76,117,704. The company said the purchase was made under its existing stock repurchase program, and the filing states that ValueAct's relationship with the company will shift to an advisory role. For shareholders, the deal returns cash to a single holder and reduces the outstanding share count.
Shares repurchased: 600,000 at $126.86 per share, for aggregate cash of $76,117,704
Agreement dated May 26, 2025; press release issued May 27, 2025
Purchase made under the existing $300 million stock repurchase program
CEO Joyce Mullen cited the goal to optimize the capital structure; ValueAct's role is described as advisor to Insight
Keysight Technologies disclosed that Senior Vice President Soon Chai Gooi, who has led order fulfillment and digital operations since August 2014, will step down effective May 26, 2025, and retire by the end of October 2025, for personal reasons. Ingrid Estrada, currently Chief People and Administrative Officer, was appointed to succeed him as Senior Vice President, Chief Supply Chain and Operations, effective the same day.
Soon Chai Gooi steps down as SVP, Order Fulfillment and Digital Operations, effective May 26, 2025; retires by end of October 2025
Mr. Gooi is retiring for personal reasons, not because of any disagreement with the company
Ingrid Estrada appointed SVP, Chief Supply Chain and Operations, effective May 26, 2025, and leaves her current role as Chief People and Administrative Officer
Lennox International's board elected Tracy A. Embree as a Class III director, effective June 1, 2025, with a term ending at the 2028 annual meeting. At the May 22, 2025 annual meeting, stockholders re-elected two Class III directors, approved executive pay in an advisory vote, and ratified Ernst & Young LLP as auditor for 2025.
Embree's annual retainer is $105,000, plus equity compensation of approximately $155,000 in Company common stock.
Embree joins the Board Governance Committee and the Compensation and Human Resources Committee.
The advisory say-on-pay vote received approval from approximately 93% of stockholders voting for and against the item.
Ernst & Young LLP was ratified with 30,496,392 votes for and 504,656 against.
Marriott Vacations Worldwide appointed Christian A. Asmar, co-founder and Managing Partner of Impactive Capital, to its board of directors under a support agreement with the activist investor. The agreement includes standstill and voting commitments by Impactive, which owns approximately 9.5% of the outstanding shares, and the board will grow to 12 directors.
Christian A. Asmar appointed to the board effective May 27, 2025, and to the Compensation Policy Committee
Impactive Capital owns approximately 9.5% of outstanding shares; standstill runs until 30 days before the 2026 annual meeting advance notice deadline, subject to renomination
Impactive cannot acquire more than 12% of outstanding common stock and agreed to vote for board-nominated directors during the standstill period
Company plans two new ad hoc board committees, one on modernization aimed at revenue growth and cost efficiencies that Asmar will join
Littelfuse said Abhishek Khandelwal, previously CFO of IDEX Corporation, will become Executive Vice President and Chief Financial Officer effective June 18, 2025. Meenal Sethna, the current CFO, will step down from that role on the same date but will remain with the company to support the transition. The filing matters to shareholders because it installs a new principal financial officer and sets his pay and severance terms.
Khandelwal served as Senior Vice President and CFO of IDEX Corporation from November 2023 and was CFO of Multi-Color Corporation from January 2022 through November 2023.
Offer letter sets a $650,000 base salary, an 85% target bonus, and a $250,000 cash sign-on bonus.
Sign-on equity includes performance share units and restricted stock units, each with an approximate value of $1,000,000, based on the June 18, 2025 closing price.
Severance multiple of 1.5 under the Executive Severance Policy and change of control agreement, which runs through December 31, 2026.
Fabrinet said director Rollance Olson will retire from its board at the end of his current term and will not stand for re-election at the 2025 annual general meeting. The filing says his decision was not due to any disagreement with the company on its operations, policies or practices.
Rollance Olson notified the board of his decision on May 22, 2025.
He will leave the board at the end of his current term and will not stand for re-election at the 2025 annual general meeting.
The filing states no disagreement with the company on operations, policies or practices was behind the decision.
Champion Homes reported fiscal fourth-quarter results for the period ended March 29, 2025, with net sales up 10.7% to $593.9 million and net income up $33.6 million to $36.3 million. Adjusted EBITDA fell 1.1% to $52.6 million, and the board refreshed the share repurchase authorization to provide for $100 million of potential future repurchases.
Q4 net sales rose 10.7% to $593.9 million; U.S. homes sold rose 5.1% to 5,941.
Q4 diluted EPS was $0.63 versus $0.05 a year earlier, when results included a $34.5 million water intrusion product liability reserve.
Q4 Adjusted EBITDA fell 1.1% to $52.6 million; margin was 8.9% versus 9.9%.
Full-year fiscal 2025 net income was $198.4 million and diluted EPS was $3.42; the company repurchased $20.0 million of stock in Q4.
AutoZone reported third-quarter results for the 12 weeks ended May 10, 2025, with net sales up 5.4% to $4.5 billion. Diluted earnings per share fell 3.6% to $35.36 and net income fell 6.6% to $608.4 million, as gross margin declined 77 basis points to 52.7% of sales.
Total company same store sales rose 5.4% on a constant currency basis, and domestic same store sales rose 5.0%.
Gross margin fell 77 basis points to 52.7%, and operating profit fell 3.8% to $866.2 million.
Diluted EPS fell 3.6% to $35.36 and net income fell 6.6% to $608.4 million.
The company repurchased $250.3 million of its stock in the quarter and had $1.1 billion left under its current authorization.
Mondelez International approved a severance plan for key executives on May 20, 2025, covering officers subject to Section 16 reporting rules and other designated employees. At its May 21, 2025 annual meeting, shareholders elected all 10 directors and rejected five shareholder proposals, so the company's board and proposed governance changes were unchanged by shareholder vote.
Severance Plan for Key Executives approved May 20, 2025 by the People and Compensation Committee; benefits include 12 months of base salary in cash, subject to a release of claims
At the May 21, 2025 annual meeting, 1,124,518,986 Class A shares (86.8% of outstanding) were represented
All 10 director nominees were elected to one-year terms ending at the 2026 annual meeting
Five shareholder proposals failed, including a flexible plastic packaging report (129,168,677 for, 857,201,525 against)
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Briefs marked “Written later” were written in November 2026 for filings that were by then more than three weeks old, so months before mid-October 2026 hold a selection: every material 8-K of the past year for the 100 largest companies we cover and the last 15 important 8-Ks of every other one. Briefs the number check holds back are not shown or counted. Also: the last 45 days, briefs by company, A–Z and the live SEC filings wire.