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): April 25, 2023
Astec Industries, Inc.
(Exact name of registrant as specified in its charter)
| Tennessee | 001-11595 | 62-0873631 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
1725 Shepherd Road, Chattanooga, Tennessee 37421
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (423) 899-5898
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 | ASTE | The Nasdaq Stock Market LLC | ||||||
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
Astec Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 25, 2023 (the "Annual Meeting"). The following is a summary of the matters voted on at the meeting:
(a) The Company’s shareholders elected the four director nominees listed below for, in the case of Messrs. Gehl, Jain and van der Merwe, a term of three years, and in the case of Mr. Gliebe, a term of one year. The voting results were as follows:
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| William D. Gehl | 14,837,477 | 1,350,246 | 1,086,949 | |||||||||||||||||
| Mark J. Gliebe | 16,014,492 | 173,231 | 1,086,949 | |||||||||||||||||
| Nalin Jain | 15,983,333 | 204,390 | 1,086,949 | |||||||||||||||||
| Jaco G. van der Merwe | 15,971,517 | 216,206 | 1,086,949 | |||||||||||||||||
(b) The Company’s shareholders, approved on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 15,753,130 | 421,975 | 12,618 | 1,086,949 | |||||||||||||||||
(c) The Company’s shareholders, approved on an advisory basis, "one year" for the frequency with which shareholders will vote on a non-binding, advisory basis to approve the compensation of the Company’s named executive officers in future years. The voting results were as follows:
| Votes For "One Year" | Votes For "Two Years" | Votes For "Three Years" | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 14,682,398 | 11,206 | 1,482,928 | 11,191 | 1,086,949 | ||||||||||||||||||||||
In light of these voting results and consistent with the board of director’s recommendation in the Company’s proxy statement for the Annual Meeting, the Company will hold a non-binding, advisory vote on named executive officer compensation annually until the next required vote on the frequency of future non-binding, advisory votes on named executive officer compensation, which is required to occur no less frequently than every six years.
(d) The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year 2023. The voting results were as follows:
| Votes For | Votes Against | Abstain | |||||||||||||||
| 17,209,201 | 50,962 | 14,509 | |||||||||||||||
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.
| Astec Industries, Inc. | ||||||||
| Date: May 1, 2023 | By: | /s/ Anshu Pasricha | ||||||
| Anshu Pasricha | ||||||||
| General Counsel, Corporate Secretary & Chief Compliance Officer | ||||||||