prm-20250529

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): May 29, 2025

PERIMETER SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41027

33-2098357

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS. Employer

Identification No.)

800 Maryland Avenue, Suite 350

Clayton, Missouri 63105

(Address of principal executive offices, including zip code)

(314) 396-7343

Registrant's telephone number, including area code

Not Applicable

(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, par value $0.0001 per share

PRM

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On May 29, 2025, Perimeter Solutions, Inc., (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live audio webcast. At the Annual Meeting, the stockholders voted on (i) the election of seven director nominees for a one-year term (Proposal 1), (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), and (iii) the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025 (Proposal 3).

Proposal 1

The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the 2026 Annual Meeting of Stockholders or, in each case, until his or her successor is duly elected and qualified.


	For	Against	Abstain	Broker Non-Vote
W. Nicholas Howley	115,672,246	3,427,115	19,910	8,981,188
William N. Thorndike, Jr.	115,665,744	3,428,002	25,525	8,981,188
Tracy Britt Cool	117,520,130	1,525,621	73,520	8,981,188
Sean Hennessy	117,542,630	1,540,499	36,142	8,981,188
Robert S. Henderson	101,661,506	17,421,623	36,142	8,981,188
Bernt Iversen II	117,427,762	1,655,367	36,142	8,981,188
Jorge L. Valladares III	117,717,686	1,330,197	71,388	8,981,188

Proposal 2

The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.


For	Against	Abstain	Broker Non-Vote
103,229,252	15,783,645	106,374	8,981,188

Proposal 3

The stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025.


For	Against	Abstain	Broker Non-Vote
128,058,184	14,978	27,297	—

SIGNATURES

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.


	Perimeter Solutions, Inc.

Date: May 29, 2025	By:	/s/ Kyle Sable
		Kyle Sable
		Chief Financial Officer

Perimeter Solutions SA filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders