United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
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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).
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) At the Company’s 2026 Annual Meeting of Stockholders held on May 29, 2026 (the “Annual Meeting”), the terms of Gianmaria C. Delzanno and Deborah A. DeCotis as directors of Cadre Holdings, Inc. (the “Company”) expired. Mr. Delzanno and Ms. DeCotis were not nominated for re-election at the Annual Meeting. The decision not to nominate Mr. Delzanno and Ms. DeCotis was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) Of the 42,797,451 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, 40,406,208 shares of common stock were present or represented by proxy and entitled to vote, representing approximately 94.41% of the shares of Common Stock entitled to vote at the Annual Meeting.
(b) At the Annual Meeting, the Company’s stockholders: (i) elected each of the following five director nominees standing for election: Warren B. Kanders, William Quigley, Hamish Norton, Nicholas Sokolow, and Mary Kissel, and (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
The voting results for each proposal are set forth below:
Proposal 1 – To elect five directors to serve on the Company’s Board of Directors until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Warren B. Kanders | 37,829,555 | 537,871 | 2,038,782 |
| William Quigley | 34,485,644 | 3,881,782 | 2,038,782 |
| Hamish Norton | 27,441,282 | 10,926,144 | 2,038,782 |
| Nicholas Sokolow | 37,979,792 | 387,634 | 2,038,782 |
| Mary Kissel | 38,340,078 | 27,348 | 2,038,782 |
Proposal 2 – To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:
| Votes For | Votes Against | Votes Abstained |
Broker Non-Votes |
| 40,030,528 | 220,138 | 155,542 | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 3, 2026
| CADRE HOLDINGS, INC. | ||
| By: | /s/ Blaine Browers | |
| Name: | Blaine Browers | |
| Title: | Chief Financial Officer | |