A Failed Vote and a Rejected Resignation
Ennis, Inc. (NYSE: EBF), a print manufacturing company, held its 2026 Annual Meeting of Shareholders on July 16. While three of the four director nominees were elected, Michael D. Magill did not receive a majority of the votes cast in the uncontested election. According to the company's 8-K filing, Magill received approximately 9.17 million votes in favor and roughly 9.97 million votes against, with about 3.07 million broker non-votes.
Under the company's bylaws, a director who fails to receive a majority vote in an uncontested election must tender their resignation. Magill did so voluntarily after the meeting, and the board, following a review by its Nominating and Governance Committee, unanimously rejected that resignation. Magill will therefore continue to serve as a director.
The ISS Recommendation and the Independence Question
The board attributed the negative vote largely to a recommendation against Magill issued by proxy advisory firm Institutional Shareholder Services. The board stated that ISS's recommendation was based on incorrect information regarding Magill's status as an independent director. Specifically, ISS reportedly asserted that Magill did not qualify as independent and should not serve on board committees because he was a former Ennis employee.
The company countered that under New York Stock Exchange rules, a former employee can be considered independent after a three-year cooling-off period. Magill retired from Ennis effective December 31, 2021, and the board had previously determined he satisfies all NYSE and SEC tests for director independence. The company noted these points were also detailed in supplemental proxy materials filed on July 7, 2026, ahead of the vote.
The Board's Rationale for Retention
In deciding to reject Magill's resignation, the board considered his integrity, judgment, industry knowledge, and executive leadership experience. Magill is the former CEO of a competing print manufacturing company and, combined with his service at Ennis, holds decades of printing industry experience. The board concluded that retaining Magill promotes continuity in its oversight of the company's business and governance and serves the best interests of shareholders.
The board also determined that replacing Magill under these circumstances would deprive shareholders of an experienced, independent director whose qualifications and industry expertise continue to benefit the company. Magill recused himself from all deliberations related to the matter.
Broader Meeting Results
Beyond the contested director vote, the annual meeting proceeded without other notable dissent. Shareholders elected Aaron Carter, Gary S. Mozina, and Keith S. Walters to the board with strong majorities. The appointment of CohnReznick, LLP as the company's independent auditor for fiscal year 2027 was ratified with over 99% support, and the non-binding advisory vote on executive compensation passed with approximately 95% approval. Approximately 88.5% of eligible shares were voted at the meeting.