{"url_path":"/sec/ebf/8-k/2026-07-17/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-17","source_url":"https://www.sec.gov/Archives/edgar/data/33002/0001193125-26-307066-index.html","accession_number":"0001193125-26-307066","cik":"0000033002","ticker":"EBF","issuer_name":"ENNIS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/33002/0001193125-26-307066-index.html","primary_entity_key":"0000033002","primary_entity_name":"ENNIS, INC."},"word_count":545,"has_tables":true,"body_markdown":"## Item 8.01 Other Events\n\nAs disclosed under Item 5.07 of this Current Report, Michael D. Magill did not receive a majority of the votes cast in the uncontested election of directors at the Company's 2026 Annual Meeting of Shareholders. In accordance with Article II, Section 7(a) of the Company's Bylaws, Mr. Magill voluntarily tendered his resignation to the Board for consideration by the Nominating and Governance Committee. Following the recommendation of the Nominating and Governance Committee, and with Mr. Magill recusing himself from all deliberations, the Board unanimously determined to reject Mr. Magill's resignation.\n\n \n\nIn reaching its determination, the Board considered the circumstances surrounding the shareholder vote, including the recommendation issued by Institutional Shareholder Services (\"ISS\"). The Board determined, based on the information available to it, that ISS’s recommendation against Mr. Magill was based on incorrect information about Mr. Magill’s independent status with the Company and, as a result, was a significant factor driving the negative vote. ISS asserted that Mr. Magill did not qualify as an independent director and should not serve on Board committees because he was a former Ennis employee. However, per the controlling New York Stock Exchange Rules, a former employee can be considered independent after a three-year cooling off period. ISS failed to report that Mr. Magill was well past that cooling-off period when he was appointed to the Board and then presented for shareholder approval. Mr. Magill also satisfies all other NYSE and SEC tests for director independence. Mr. Magill retired from the Company effective December 31, 2021, and the Board previously determined that he is independent under the governing NYSE standards and eligible to serve on both the Audit Committee and the Compensation Committee. These considerations were also described in the Company's supplemental proxy materials filed on July 7, 2026.\n\n \n\nIn evaluating whether Mr. Magill should continue to serve, the Board determined that he has no material relationship with the Company, and also considered other facts and circumstances, including his integrity, judgment, industry knowledge, and extensive executive leadership experience. Mr. Magill is the former Chief Executive Officer of a print manufacturing company that competed with the Company and, together with his service at Ennis, possesses decades of experience in the printing industry. Since joining the Board, Mr. Magill has provided valuable insight and independent judgment in fulfilling the Board's oversight responsibilities. The Board also considered that replacing Mr. Magill under these circumstances would deprive shareholders of an experienced, independent director whose qualifications and industry expertise the Board believes continue to benefit the Company and its shareholders.\n\n \n\nAfter considering all relevant facts and circumstances, the Board further determined that retaining Mr. Magill promotes continuity in the Board’s oversight of the Company’s business and governance, serves the best interests of the Company and its shareholders, and appropriately balances the expressed shareholder vote with the Board’s fiduciary obligations. Accordingly, the Board accepted the recommendation of the Nominating and Governance Committee and rejected Mr. Magill's tendered resignation. Mr. Magill will continue to serve as a director.\n\nSIGNATURES\n\nPursuant 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 thereunto duly authorized.\n\n \n\n \n\n \n\nEnnis, Inc.\n\n \n\n \n\n \n\n \n\nDate:\n\nJuly 17, 2026\n\nBy:\n\n/s/ Vera Burnett\n\n \n\n \n\n \n\nVera Burnett\nChief Financial Officer"}