Ennis Inc.

07/17/2026 | Press release | Distributed by Public on 07/17/2026 08:38

Proxy Results (Form 8-K)

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

(a) The Company held its Annual Meeting of Shareholders on July 16, 2026. There were 25,298,272 eligible votes, with 22,378,092 votes being cast, or 88.5%.

(b) Proxies for the meeting were solicited pursuant to Regulation 14A; there was no solicitation in opposition to management's nominees for directors listed in the Proxy Statement and all such nominees were elected.

1.
Proposal to elect Aaron Carter, Gary S. Mozina and Keith S. Walters as directors to hold office until the 2029 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, and to elect Michael D. Magill as a director to serve until the 2028 Annual Meeting of Shareholders and until his successor is duly elected and qualified. The voting results for each nominee were as shown below:

Votes Cast

Broker

Nominees for Director

For

Against

Abstain

Non-Votes

Keith S. Walters

18,798,850

473,012

32,431

3,073,799

Aaron Carter

17,235,677

2,035,656

32,960

3,073,799

Gary S. Mozina

18,804,446

339,127

160,720

3,073,799

Michael D. Magill

9,173,926

9,966,712

163,655

3,073,799

Aaron Carter, Gary S. Mozina and Keith S. Walters were elected at the Annual Meeting. Mr. Magill did not receive a majority of votes cast in the uncontested election. Pursuant to the Company's Bylaws, after the meeting, Mr. Magill voluntarily tendered his resignation to the Board of Directors ("Board") for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee, and with Mr. Magill recusing himself from the deliberations, assessed the appropriateness of Mr. Magill's continuing to serve as a director and recommended to the Board that Mr. Magill's resignation be rejected. Following the recommendation of the Nominating and Governance Committee, the Board rejected Mr. Magill's resignation. Accordingly, Mr. Magill will continue to serve as a director.

The following directors' terms of office as director continued after the Annual Meeting of Shareholders:

Barbara T Clemens; Walter D. Gruenes; Troy L. Priddy; Alejandro Quiroz; and Margaret A. Walters.

2.
Selection of CohnReznick, LLP as the Company's independent registered public accounting firm for the fiscal year ending 2027.

Votes Cast

For

Against

Abstain

22,260,285

68,272

49,535

3.
To approve a non-binding advisory vote on executive compensation.

Votes Cast

Broker

For

Against

Abstain

Non-Votes

18,449,671

600,522

254,099

3,073,799

Item 8.01 Other Events

As disclosed under Item 5.07 of this Current Report, Michael D. Magill did not receive a majority of the votes cast in the uncontested election of directors at the Company's 2026 Annual Meeting of Shareholders. In accordance with Article II, Section 7(a) of the Company's Bylaws, Mr. Magill voluntarily tendered his resignation to the Board for consideration by the Nominating and Governance Committee. Following the recommendation of the Nominating and Governance Committee, and with Mr. Magill recusing himself from all deliberations, the Board unanimously determined to reject Mr. Magill's resignation.

In reaching its determination, the Board considered the circumstances surrounding the shareholder vote, including the recommendation issued by Institutional Shareholder Services ("ISS"). The Board determined, based on the information available to it, that ISS's recommendation against Mr. Magill was based on incorrect information about Mr. Magill's independent status with the Company and, as a result, was a significant factor driving the negative vote. ISS asserted that Mr. Magill did not qualify as an independent director and should not serve on Board committees because he was a former Ennis employee. However, per the controlling New York Stock Exchange Rules, a former employee can be considered independent after a three-year cooling off period. ISS failed to report that Mr. Magill was well past that cooling-off period when he was appointed to the Board and then presented for shareholder approval. Mr. Magill also satisfies all other NYSE and SEC tests for director independence. Mr. Magill retired from the Company effective December 31, 2021, and the Board previously determined that he is independent under the governing NYSE standards and eligible to serve on both the Audit Committee and the Compensation Committee. These considerations were also described in the Company's supplemental proxy materials filed on July 7, 2026.

In evaluating whether Mr. Magill should continue to serve, the Board determined that he has no material relationship with the Company, and also considered other facts and circumstances, including his integrity, judgment, industry knowledge, and extensive executive leadership experience. Mr. Magill is the former Chief Executive Officer of a print manufacturing company that competed with the Company and, together with his service at Ennis, possesses decades of experience in the printing industry. Since joining the Board, Mr. Magill has provided valuable insight and independent judgment in fulfilling the Board's oversight responsibilities. The Board also considered that replacing Mr. Magill under these circumstances would deprive shareholders of an experienced, independent director whose qualifications and industry expertise the Board believes continue to benefit the Company and its shareholders.

After considering all relevant facts and circumstances, the Board further determined that retaining Mr. Magill promotes continuity in the Board's oversight of the Company's business and governance, serves the best interests of the Company and its shareholders, and appropriately balances the expressed shareholder vote with the Board's fiduciary obligations. Accordingly, the Board accepted the recommendation of the Nominating and Governance Committee and rejected Mr. Magill's tendered resignation. Mr. Magill will continue to serve as a director.

Ennis Inc. published this content on July 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 17, 2026 at 14:38 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]