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0001921963FALSE00019219632026-05-122026-05-12
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): May 12, 2026
Atmus Filtration Technologies Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | 001-41710 | 88-1611079 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| | | |
26 Century Boulevard Nashville, Tennessee | 37214 |
| (Address of Principal Executive Offices) | (Zip Code) |
(615) 514-7339
Registrant's telephone number, including area code
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 | | ATMU | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined by 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).
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.
The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2026. Set forth below are the final, certified voting results for each proposal presented at the Annual Meeting, as reported by Tracy Oats, the Company’s independent Inspector of Election. The number of shares issued, outstanding and eligible to vote at the meeting as of the record date of March 23, 2026, was 81,672,428. Of the 75,920,780 shares present in person or represented by proxy at the meeting:
Proposal 1 - Election of Directors
The Company’s stockholders elected, with the respective votes set forth opposite their names, the following persons to the Company’s Board of Directors to hold office for a three-year term until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified:
| | | | | | | | | | | | | | | | | | | | |
| Director Nominees | For | Against | Abstain | Broker Non-Vote | | |
| Stephanie J. Disher | 71,811,918 | 484,851 | 13,451 | 3,610,560 | | |
| Diego Donoso | 70,727,528 | 1,457,764 | 124,928 | 3,610,560 | | |
| Heath Sharp | 71,622,151 | 673,856 | 14,213 | 3,610,560 | | |
| Stuart A. Taylor II | 71,077,282 | 1,219,802 | 13,136 | 3,610,560 | | |
Proposal 2 - Advisory Vote on Executive Compensation
The Company’s stockholders, by voting for a non-binding advisory proposal, approved the executive compensation of the Company’s named executive officers. Voting results on this proposal were as follows:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Vote |
| 70,927,113 | 1,327,634 | 55,473 | 3,610,560 |
Proposal 3 - Ratification of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLC as the Company’s independent auditor for the fiscal year ending December 31, 2026. Voting results on this proposal were as follows:
| | | | | | | | |
| For | Against | Abstain |
| 75,870,182 | 37,685 | 12,913 |
SIGNATURE
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.
Atmus Filtration Technologies Inc.
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By: | /s/ LAURA HELTEBRAN |
| Laura Heltebran |
| Senior Vice President, Chief Legal Officer & Corporate Secretary |
|
May 12, 2026