Key Highlights

● Aebi Schmidt shareholders favored annual say-on-pay votes at the company's May 21, 2026 annual meeting.

● The board formally adopted the annual frequency, confirmed through an amended 8-K/A filed September 25, 2026.

● SEC rules require the frequency question be revisited no later than the company's 2032 annual meeting.

● The filing does not disclose the specific vote counts among the one-year, two-year, and three-year frequency options.

Aebi Schmidt Holding AG (NASDAQ:AEBI) filed an amended Form 8-K/A on September 25, 2026 to formally record how its shareholders voted on the frequency of future advisory votes on executive pay. At the company's annual meeting on May 21, 2026, the option of holding this "say-on-pay" vote every year received the most support, and the board has now confirmed it will follow that preference. Under SEC rules, the company will not have to ask shareholders about the frequency again until its 2032 annual meeting at the latest.

Why an Amendment Was Needed

The filing is styled as an 8-K/A, meaning it amends an earlier Form 8-K that reported the annual meeting's results under Item 5.07, "Submission of Matters to a Vote of Security Holders." Public companies are required to report vote tallies from annual meetings promptly, and SEC rules on say-on-pay frequency specifically require a follow-up disclosure, typically within 150 days of the meeting, stating which frequency option the board has adopted in light of the vote. This amendment fulfills that second-step disclosure obligation rather than reporting a new corporate action.

What Shareholders Decided

Say-on-pay frequency votes ask shareholders how often they want to weigh in, on a non-binding, advisory basis, on the compensation paid to a company's named executive officers: every one, two, or three years. The filing states that at the May 21, 2026 annual meeting, "the option of '1 Year' received the highest number of votes cast" among the frequency choices offered. The amendment does not break out the specific vote counts for the one-year, two-year, and three-year options, or the number of abstentions, so the precise Margin by which the annual option prevailed is not disclosed in this document.

The Board's Response

Consistent with the Shareholder preference, Aebi Schmidt's board determined that the company will hold advisory say-on-pay votes annually going forward. Because this vote itself is non-binding, the board was not legally required to adopt the top vote-getter as policy, but the filing indicates it chose to align with the outcome. SEC rules require that a public company hold this frequency vote at least once every six years, meaning Aebi Schmidt must ask shareholders again no later than its 2032 annual meeting, absent an earlier voluntary vote.

About Aebi Schmidt

Aebi Schmidt Holding is identified in EDGAR records as a Swiss-based, Nasdaq-listed company. The filing itself is limited to the compensation-vote-frequency disclosure and does not include additional description of the company's operations, products, or recent financial performance; that context would need to come from Aebi Schmidt's other periodic filings, such as its annual report.

What the Filing Does Not Say

This 8-K/A is narrowly scoped. It does not disclose the results of any other matters voted on at the May 21, 2026 annual meeting, such as director elections or auditor ratification, nor does it include the specific say-on-pay compensation vote results (as opposed to the frequency vote) or any commentary from management on executive pay decisions. Investors seeking the full slate of annual meeting results would need to review the original, unamended Item 5.07 filing referenced by this amendment.

The Next Frequency Vote

Aebi Schmidt's next say-on-pay frequency vote is due no later than the 2032 annual meeting, per SEC rules, though the company could choose to hold one sooner. In the meantime, shareholders should expect an annual, non-binding advisory vote on executive compensation at each future annual meeting, consistent with the frequency the board just adopted. No other pending votes, deadlines, or approvals are referenced in this filing.