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): August 7~~/28/~~, 2025

THERMON GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-35159	27-2228185
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


7171 Southwest Parkway
Building 300,	Suite 200
Austin	TX	78735
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (512) 690-0600

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, $0.001 par value per share

THR

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 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~The~~ On ~~final~~August ~~voting~~7, ~~results on each of the matters submitted to a vote of stockholders during the~~ 2025, ~~annual meeting of stockholders (the “Meeting”) of~~ Thermon Group Holdings, Inc. (~~the~~ “~~Company~~Thermon,”) ~~held~~"the ~~on July 28~~Company, ~~2025~~""we,""us" ~~are~~or ~~shown~~"our") ~~below.~~issued Ata ~~the~~press ~~close~~release ofannouncing ~~business~~its onconsolidated ~~June~~financial 6,results ~~2025, the record date~~ for the ~~determination~~first ~~of stockholders entitled~~quarter ~~to notice~~ of ~~and~~the tofiscal ~~vote~~year atending ~~the~~March ~~Meeting~~31, ~~there~~2026. ~~were~~A ~~outstanding~~copy ~~and entitled to vote 33,243,095 shares~~ of ~~common~~the ~~stock~~press ofrelease ~~the~~is ~~Company~~attached ~~("Shares"),~~hereto ~~each~~as ~~Share~~Exhibit ~~being~~99.1 ~~entitled~~and toincorporated ~~one~~herein ~~vote~~by reference.

The ~~holders~~information ofcontained ain, ~~total~~or ~~of 32~~incorporated into,~~183~~ this Item 2.02,~~600 Shares,~~ ~~representing 96~~including Exhibit 99.~~81%~~ 1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the ~~total Shares~~Securities ~~issued~~Exchange ~~and~~Act ~~outstanding~~of ~~and~~1934, ~~entitled~~as amended (the “Exchange Act”), or otherwise subject to ~~vote~~the liabilities under that Section, ~~were~~nor ~~present~~shall init ~~person~~be ordeemed incorporated by ~~proxy~~reference atinto any registration statement or other filing under the ~~Meeting~~Securities Act of 1933, ~~constituting~~as aamended, ~~quorum~~or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

~~Proposal~~Item ~~1a -~~7.01. ToRegulation ~~re-elect~~FD ~~John Clarke as director of the Company for a term to expire at the next annual meeting of stockholders:~~ Disclosure.

Votes For						Votes Withheld						Broker Non-Votes
29,411,644						728,812						2,043,144

On August 7, 2025, Thermon posted an updated investor presentation to its website. The presentation, entitled “THR Investor Presentation (August 2025),” is posted and may be found on the Company’s investor relations website at: https://ir.thermon.com.

~~Proposal~~The ~~1b -~~information Toin rethis Current Report on Form 8-~~elect~~K ~~Linda~~is ~~Dalgetty as~~being ~~director~~“furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the ~~Company~~Exchange ~~for~~Act, aor ~~term~~otherwise subject to ~~expire~~the atliabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the ~~next~~date ~~annual~~hereof, ~~meeting~~regardless of ~~stockholders:~~ any general incorporation language in such filing.

Votes For						Votes Withheld						Broker Non-Votes
29,070,101						1,070,355						2,043,144

Item 9.01. Financial Statements and Exhibits.

Proposal 1c - To re-elect Roger Fix as director of the Company for a term to expire at the next annual meeting of stockholders:


(d)	Exhibits.

Exhibit No.		Description of Exhibit

99.1		Press Release issued by Thermon on August 7, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Votes For						Votes Withheld						Broker Non-Votes
28,253,079						1,887,377						2,043,144

Proposal 1d - To re-elect Marcus George as director of the Company for a term to expire at the next annual meeting of stockholders:

Votes For						Votes Withheld						Broker Non-Votes
28,286,006						1,854,450						2,043,144

Proposal 1e - To re-elect Victor Richey as director of the Company for a term to expire at the next annual meeting of stockholders:

Votes For						Votes Withheld						Broker Non-Votes
30,086,489						53,967						2,043,144

Proposal 1f - To re-elect Angela Strzelecki as director of the Company for a term to expire at the next annual meeting of stockholders:

Votes For						Votes Withheld						Broker Non-Votes
28,987,937						1,152,519						2,043,144

Proposal 1g - To re-elect Bruce Thames as director of the Company for a term to expire at the next annual meeting of stockholders:

Votes For						Votes Withheld						Broker Non-Votes
30,086,360						54,096						2,043,144

Proposal 2 - To ratify the appointment of KPMG LLP by the audit committee of the board of directors of the Company as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2026:

Votes For						Votes Withheld						Votes Abstaining
31,245,068						937,186						1,346

Proposal 3 - To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as reported in the Company's proxy statement for the Meeting:

Votes For						Votes Against						Votes Abstaining						Broker Non-Votes
27,655,208						2,479,919						5,329						2,043,144

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

July 30, 2025	THERMON GROUP HOLDINGS, INC.
	THERMON GROUP HOLDINGS, INC. (registrant)
	By:	/s/	Ryan Tarkington
Date: August 7, 2025	By:		/s/ Jan L. Schott
			Ryan Tarkington
	Name:		Jan L. Schott
			SVP, General Counsel & Corporate Secretary
	Title:		Senior Vice President, Chief Financial Officer

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