8-K - HEI - Equibles

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): March 13, 2026

HEICO CORPORATION

(Exact name of registrant as specified in its charter)

Florida	001-04604	65-0341002
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3000 Taft Street, Hollywood, Florida 33021

(Address of Principal Executive Offices) (Zip Code)

(954) 987-4000

(Registrant's telephone number, including area code)

(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:
	☐	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, $.01 par value per share	HEI	New York Stock Exchange
Class A Common Stock, $.01 par value per share	HEI.A	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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

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

HEICO Corporation (the "Company") held its Annual Meeting of Shareholders on Friday, March 13, 2026. The shareholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on January 30, 2026.

Only holders of record of HEICO Common Stock, $0.01 par value per share (“Common Stock”), and Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), as of the close of business on January 16, 2026 (the record date) were entitled to vote at the Annual Meeting. On that date, there were outstanding 55,142,805 shares of Common Stock, each entitled to one vote, and 84,266,714 shares of Class A Common Stock, each entitled to 1/10th vote per share.

Proposal 1: Proposal to Elect Directors

The Company’s shareholders elected all nine director nominees to serve until the next annual meeting of shareholders or until a successor is elected and qualified. The result of the vote is set forth in the table below:

Director	For	Against	Abstain	Broker Non-Votes
Nanda Kumar Cheruvatath	53,436,242	454,904	42,431	4,015,763
Thomas M. Culligan	52,983,400	906,704	43,473	4,015,763
Carol F. Fine	53,241,774	649,975	41,828	4,015,763
Adolfo Henriques	52,526,622	1,354,900	52,055	4,015,763
Mark H. Hildebrandt	39,673,122	14,173,077	87,378	4,015,763
Eric A. Mendelson	52,061,719	1,838,806	33,052	4,015,763
Victor H. Mendelson	52,061,640	1,841,981	29,956	4,015,763
Julie Neitzel	53,033,096	857,678	42,803	4,015,763
Dr. Alan Schriesheim	39,445,974	14,444,232	43,371	4,015,763

Proposal 2: Advisory Vote on Executive Compensation

The Company’s shareholders held a non-binding, advisory vote on executive compensation. The result of the vote is set forth in the table below:

For	Against	Abstain	Broker Non-Votes
48,957,609	4,907,408	68,560	4,015,763

Proposal 3: Ratification of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026. The result of the vote is set forth in the table below:

For	Against	Abstain
56,478,611	1,437,105	33,624

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 hereunto duly authorized.

		HEICO CORPORATION
Date:	March 17, 2026	By:	/s/ CARLOS L. MACAU, JR.
			Carlos L. Macau, Jr.<br>Executive Vice President - Chief Financial Officer and Treasurer