fstr-202505220000352825FALSE00003528252025-05-222025-05-22
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 22, 2025 | | | | | | | | | | | | | | |
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| L.B. Foster Company |
| (Exact name of registrant as specified in its charter) |
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| Pennsylvania | 000-10436 | 25-1324733 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 415 Holiday Drive, Suite 100, | | 15220 |
| Pittsburgh, | Pennsylvania | | (Zip Code) |
| (Address of principal executive offices) | | | |
(412) 928-3400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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| 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 (see General Instruction A.2. below): |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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 $0.01 | | FSTR | | Nasdaq Global Select Market |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
L.B. Foster Company 2025 Equity and Incentive Compensation Plan
At the Company’s Annual Meeting of Shareholders held on May 22, 2025 (the “Annual Meeting”), the Company’s shareholders approved the L.B. Foster Company 2025 Equity and Incentive Compensation Plan (the “Plan”) which authorizes the issuance of 785,000 shares of the Company’s common stock.
The foregoing description of the Plan does not purport to be complete and is qualified by reference to the full text of the Plan, a copy of which is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders considered four proposals, each of which is described in the Company’s definitive proxy statement filed with the SEC on April 11, 2025. Results of voting with respect to the proposals submitted at the Annual Meeting are set forth below.
Proposal 1: Election of Directors:
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| Name | | Votes For | | Votes Withheld | | Broker Non-votes |
| Raymond T. Betler | | 8,845,405 | | 22,311 | | 1,000,684 |
| Alexander B. Jones | | 8,843,260 | | 24,456 | | 1,000,684 |
| John F. Kasel | | 8,845,840 | | 21,876 | | 1,000,684 |
| John E. Kunz | | 8,752,544 | | 115,172 | | 1,000,684 |
| Janet Lee | | 8,789,547 | | 78,169 | | 1,000,684 |
| David J. Meyer | | 8,753,593 | | 114,123 | | 1,000,684 |
| Diane B. Owen | | 8,643,731 | | 223,985 | | 1,000,684 |
| Bruce E. Thompson | | 8,667,306 | | 200,410 | | 1,000,684 |
As a result of the shareholder vote, all of the foregoing nominees were elected to serve until the next annual meeting of shareholders.
Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-votes |
| 9,834,291 | | 29,289 | | 4,820 | | — |
The foregoing proposal was approved.
Proposal 3: Advisory approval of the compensation paid to the Company’s named executive officers in 2024:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-vote |
| 8,731,033 | | 101,078 | | 35,605 | | 1,000,684 |
The foregoing proposal was approved.
Proposal 4: Approval of the L.B. Foster Company 2025 Equity and Incentive Compensation Plan:
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| Votes For | | Votes Against | | Abstentions | | Broker Non-votes |
| 7,293,905 | | 1,553,522 | | 20,289 | | 1,000,684 |
The 2025 Equity and Incentive Compensation Plan was approved.
No other matters or proposals were voted on at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See Exhibit Index below.
Exhibit Index | | | | | |
| Exhibit Number | Description |
| 10.1 | |
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| *104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
*Exhibits marked with an asterisk are filed herewith.
SIGNATURE
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.
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| | | L.B. FOSTER COMPANY |
| | | (Registrant) |
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| Date: | May 27, 2025 | | /s/ Patrick J. Guinee |
| | | Patrick J. Guinee |
| | | Executive Vice President, |
| | | General Counsel, and Corporate Secretary |