---
schema_version: "secwatch.filing_event.v1"
accession: "0001104657-26-000031"
form_type: "8-K"
ticker: "MTRN"
cik: "0001104657"
company_name: "MATERION Corp"
filed_at: "2026-05-07T23:59:59+00:00"
generated_at: "2026-05-14T21:24:04.016974+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Materion shareholders elect nine directors, ratify EY, and approve board size amendment at 2026 annual meeting

## Summary
- All nine director nominees elected with 17.1M–18.5M votes for; Vinod M. Khilnani received 1.54M withhold votes.
- Ratification of Ernst & Young as independent auditor for 2026 passed: 18.95M for, 0.59M against.
- Advisory say-on-pay approved: 17.84M for, 0.83M against, with 0.85M broker non-votes.
- Amendment to articles of incorporation to reduce min/max board size approved: 19.39M for, 0.12M against.
- Turnout was 94% (19.54M of 20.80M outstanding shares represented at the meeting).

## SEC filing metadata
- accession: 0001104657-26-000031
- form_type: 8-K
- ticker: MTRN
- cik: 0001104657
- company_name: MATERION Corp
- filed_at: 2026-05-07T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1104657/000110465726000031/0001104657-26-000031-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1104657/000110465726000031/mtrn-20260507.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104657-26-000031
- JSON: https://secwatch.observer/filing/0001104657-26-000031.json
- Plain text: https://secwatch.observer/filing/0001104657-26-000031.txt

## Key facts
- Shareholder Votes
  MATERION Corp shareholders approved Approval, on an advisory basis, of the compensation of the Company's named executive officers at the 2026-05-07 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-07
  source text: For 17,844,749 Against 826,703 Abstentions 17,341 Broker Non-Votes 854,185
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104657/000110465726000031/0001104657-26-000031-index.htm
- Shareholder Votes
  MATERION Corp shareholders approved Election of Directors at the 2026-05-07 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-07
  source text: Those common shares were voted as follows: (1) Election of Directors . The following individuals were nominated in 2026 to serve as directors until 2027.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104657/000110465726000031/0001104657-26-000031-index.htm
- Shareholder Votes
  MATERION Corp shareholders approved Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year 2026 at the 2026-05-07 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-07
  source text: The proposal was ratified based on the following vote: For 18,947,675 Against 590,316 Abstentions 4,987
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104657/000110465726000031/0001104657-26-000031-index.htm
- Shareholder Votes
  MATERION Corp shareholders approved Approval of an amendment to Amended & Restated Articles of Incorporation to reduce the minimum and maximum size of the Board of Directors at the 2026-05-07 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2026-05-07
  source text: For 19,393,987 Against 124,915 Abstentions 24,076 Broker Non-Votes 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1104657/000110465726000031/0001104657-26-000031-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.