---
schema_version: "secwatch.filing_event.v1"
accession: "0001433660-23-000016"
form_type: "8-K"
ticker: "JBTM"
cik: "0001433660"
company_name: "JBT MAREL Corp"
filed_at: "2023-05-18T23:59:59+00:00"
generated_at: "2026-06-14T21:06:33.437400+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# JBT shareholders approve phased board declassification by 2026; annual meeting results

## Summary
- Board declassification approved: fully declassified by 2026 annual meeting; Certificate of Incorporation amended May 15, 2023.
- Three directors re-elected: Barbara Brasier, Brian Deck, Polly Kawalek with over 28.5M votes each.
- Say-on-pay passed with 29.1M votes for; advisory vote on compensation frequency set to annual.
- PricewaterhouseCoopers ratified as auditor for FY 2023 with 30.2M votes for.

## SEC filing metadata
- accession: 0001433660-23-000016
- form_type: 8-K
- ticker: JBTM
- cik: 0001433660
- company_name: JBT MAREL Corp
- filed_at: 2023-05-18T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1433660/000143366023000016/0001433660-23-000016-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1433660/000143366023000016/jbt-20230512.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001433660-23-000016
- JSON: https://secwatch.observer/filing/0001433660-23-000016.json
- Plain text: https://secwatch.observer/filing/0001433660-23-000016.txt

## Key facts
- Governance Changes
  JBT MAREL Corp: Amended the By-Laws to reflect corresponding changes related to the Certificate Amendments, effective May 15, 2023 (effective 2023-05-15).
  - Change: bylaw amendment
  - Effective: 2023-05-15
  source text: Additionally, the Board amended the Company's Third Amended and Restated By-Laws, as previously amended (the " By-Laws "), which amendments became effective as of May 15, 2023, to reflect corresponding changes to the By-Laws related to the Certificate Amendments (the " By-Law Amendments ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1433660/000143366023000016/0001433660-23-000016-index.htm
- Governance Changes
  JBT MAREL Corp: Amended and restated Certificate of Incorporation to declassify the Board of Directors by the 2026 annual meeting and amend/eliminate certain provisions (effective 2023-05-15).
  - Change: charter amendment
  - Effective: 2023-05-15
  source text: On May 15, 2023, John Bean Technologies Corporation (the " Company ") amended and restated its Amended and Restated Certificate of Incorporation (the " Certificate of Incorporation ") to (i) declassify the Board of Directors (the " Board ") of the Company such that the Board will be fully declassified by the 2026 annual meeting of stockholders, and (ii) amend and eliminate certain provisions within the Certificate of Incorporation that are no longer of any force and effect (the " Certificate Amendments ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1433660/000143366023000016/0001433660-23-000016-index.htm
- Shareholder Votes
  JBT MAREL Corp shareholders approved Proposal to amend and restate the Company’s Certificate of Incorporation to provide for, among other things, a phased-in declassification of the Company’s Board of Directors at the 2023-05-12 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-12
  source text: Proposal 2 The Company’s stockholders approved as set forth below a proposal to amend and restate the Company’s Certificate of Incorporation to provide for, among other things, a phased-in declassification of the Company’s Board of Directors, which is more fully described in
  evidence_url: https://www.sec.gov/Archives/edgar/data/1433660/000143366023000016/0001433660-23-000016-index.htm
- Shareholder Votes
  JBT MAREL Corp shareholders approved Election of Directors at the 2023-05-12 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-12
  source text: Proposal 1 The Company’s stockholders re-elected three individuals to the Board of Directors for a term of three years each or until their successors are duly qualified and elected as set forth below: Name Votes For Votes Against Abstentions Broker Non-Votes Barbara L. Brasier 29,143,717 338,100 5,777 755,693 Brian A. Deck 29,030,966 451,037 5,591 755,693 Polly B. Kawalek 28,594,096 887,026 6,472 755,693
  evidence_url: https://www.sec.gov/Archives/edgar/data/1433660/000143366023000016/0001433660-23-000016-index.htm

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