aste-20220502false000079298700007929872022-05-022022-05-02
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 2, 2022
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:
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| ☐ | | 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 28, 2022. 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 a term of three years. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For | | Withheld | | Broker
Non-Votes |
| Tracey H. Cook | | 20,354,854 | | 119,752 | | 1,119,827 |
| Mary L. Howell | | 16,308,003 | | 4,166,603 | | 1,119,827 |
| Linda I. Knoll | | 20,276,321 | | 198,285 | | 1,119,827 |
| William Bradley Southern | | 19,752,574 | | 722,032 | | 1,119,827 |
(b) The Company's shareholders approved, on an advisory basis, the compensation of the Company's executive officers. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker
Non-Votes |
| 20,140,823 | | 313,603 | | 20,180 | | 1,119,827 |
(c) The Company's shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the calendar year 2022. The voting results were as follows:
| | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstain | |
| 21,503,301 | | 68,429 | | 22,703 | |
Item 8.01. Other Events
On April 28, 2022, the Board of Directors of Astec Industries, Inc. declared a quarterly cash dividend of twelve cents ($0.12) per share of the Company's common stock to be paid on or about May 27, 2022, to shareholders of record as of close of business on May 13, 2022.
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.
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| Astec Industries, Inc. |
| | |
Date: May 2, 2022 | By: | /s/ Anshu Pasricha |
| | Anshu Pasricha |
| | General Counsel, Corporate Secretary & Chief Compliance Officer |
