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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 21, 2026
AEBI SCHMIDT HOLDING AG
(Exact Name of Registrant as Specified in Its Charter)
| Switzerland |
001-42663 |
Not Applicable |
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
|
Schulstrasse 4
Frauenfeld, Switzerland |
|
CH-8500 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
+41 44-308-5800
(Registrant’s Telephone Number, Including Area Code)
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 |
|
AEBI |
|
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). ☐
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. |
On May 21, 2026, at the 2026 Annual General Meeting of Shareholders (the “Annual Meeting”)
of Aebi Schmidt Holding AG (the “Company” or “Aebi Schmidt”), the shareholders of the Company approved the Aebi
Schmidt Equity Incentive Plan (the “Plan”).
The Plan authorizes the Company’s Board of Directors (the “Board”) to provide
for compensation in the form of restricted share units, performance share units and restricted shares. The purpose of the Plan is to attract,
retain and motivate high quality personnel (including members of the Company’s executive board, other employees of the Company,
and non-executive Board members) by providing them with equity ownership opportunities and/or performance-based incentives to increase
their commitments for and in the best interest of the Company. Subject to adjustment as described in the Plan (and its share counting
rules), a total of 3,500,000 shares of common stock, par value $1.00 per share, of the Company are available for awards granted under
the Plan, as further described in the Plan. The Plan includes minimum one-year vesting requirements as further described in the Plan.
The Plan permits the Board to make certain performance-based awards to eligible participants
under the Plan, which awards may be earned based on the achievement of predetermined performance conditions over the relevant performance
period. The performance conditions for such awards will be any applicable business-relevant performance metrics chosen or provided for
such awards by the Board.
The Plan also provides that each non-executive Board member will be granted no more than $500,000
in Plan awards and cash fees for such service in any one calendar year as described in the Plan. In general, the Board will administer
the Plan and will be able to amend the Plan, subject to certain exceptions, all as described in the Plan. Awards are permitted to be granted
under the Plan generally until terminated or amended by the Board.
This description of the Plan is qualified in its entirety by reference to the full text of the
Plan, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
| ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On May 21, 2026, Aebi Schmidt held its Annual Meeting. There were 77,506,125
shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting and there were 72,165,360 shares of
common stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business. Set forth below
are the final voting results for each of the proposals submitted to a vote at the Annual Meeting. The proposals are described in detail
in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 10, 2026. Each of the proposals
was approved by the Company’s shareholders.
Proposal 1.
The shareholders approved the audited consolidated financial statements
and statutory standalone financial statements for the fiscal year ended December 31, 2025.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 67,699,439 |
99.94% |
38,842 |
586,190 |
3,840,889 |
Proposal 2.1.
The shareholders approved the allocation of profit available for distribution.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 68,263,225 |
99.94% |
39,605 |
21,641 |
3,840,889 |
Proposal 2.2.
The shareholders approved the distribution of dividend (as a repayment
of statutory reserves, by way of allocation to a dividend reserve).
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 68,285,949 |
99.96% |
26,343 |
12,179 |
3,840,889 |
Proposal 3.
The shareholders approved the discharge of liability for the Board of Directors
and Executive Management for the fiscal year ended December 31, 2025.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 26,381,379 |
98.64% |
362,938 |
675,227 |
3,840,889 |
Proposal 4.
The shareholders approved an Amendment to the Articles of Association to
(i) reduce the minimum number of directors to five and the maximum number of directors to nine and (ii) amend the nomination rights of
PCS Holding AG. A copy of the Company’s current Articles of Association is attached hereto as Exhibit 3.1.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 72,037,288 |
99.87% |
91,299 |
36,773 |
0 |
Proposal 5.1.
The shareholders approved the election of the Board of Directors.
| Nominee |
For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| Barend Fruithof |
65,767,586 |
96.32% |
2,512,802 |
44,083 |
3,840,889 |
| Andreas Rickenbacher |
66,912,994 |
97.97% |
1,385,313 |
26,164 |
3,840,889 |
| Angela Freeman |
67,846,513 |
99.39% |
413,128 |
64,830 |
3,840,889 |
| Daniela Spuhler |
65,499,550 |
95.93% |
2,779,520 |
45,401 |
3,840,889 |
| Martin Ritter |
65,544,693 |
95.99% |
2,735,657 |
44,121 |
3,840,889 |
| Michael Dinkins |
67,629,108 |
99.01% |
679,651 |
15,712 |
3,840,889 |
| Patrick Schaub |
66,796,382 |
97.80% |
1,503,436 |
24,653 |
3,840,889 |
| Terri A. Pizzuto |
67,708,065 |
99.12% |
601,968 |
14,438 |
3,840,889 |
Proposal 5.2.
The shareholders approved the election of Barend Fruithof as the Chair of the Board of Directors.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 57,589,492 |
84.39% |
10,655,802 |
79,177 |
3,840,889 |
Proposal 6.
The shareholders approved the election of the Human Resources and Compensation Committee of
the Board of Directors.
| Nominee |
For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| Andreas Rickenbacher |
66,998,187 |
98.26% |
1,186,410 |
139,874 |
3,840,889 |
| Patrick Schaub |
67,126,540 |
98.40% |
1,093,482 |
104,449 |
3,840,889 |
| Angela Freeman |
67,810,567 |
99.46% |
368,272 |
145,632 |
3,840,889 |
Proposal 7.
The shareholders approved the election of PricewaterhouseCoopers AG (Zurich) as statutory auditor.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 72,078,443 |
99.92% |
58,817 |
28,100 |
0 |
Proposal 8.
The shareholders approved the election of Anwaltskanzlei Keller AG as independent proxy.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 68,249,139 |
99.92% |
54,483 |
20,849 |
3,840,889 |
Proposal 9.1.
The shareholders approved, on a non-binding advisory basis, the compensation of named executive
officers under U.S. securities law requirements.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 66,354,820 |
97.29% |
1,850,407 |
119,244 |
3,840,889 |
Proposal 9.2.
The shareholders approved, on a non-binding advisory basis, the frequency of future non-binding
advisory votes to approve the compensation of named executive officers.
| 1 Year |
% For 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
| 66,753,701 |
97.83% |
5,186 |
1,473,339 |
92,245 |
3,840,889 |
Proposal 9.3.
The shareholders approved, on an advisory basis, the Swiss Statutory Compensation Report for
the fiscal year ended December 31, 2025.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 66,718,369 |
97.86% |
1,457,713 |
148,389 |
3,840,889 |
Proposal 9.4.
The shareholders approved the maximum compensation of the Board of Directors until the 2027
annual general meeting.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 67,645,453 |
99.26% |
506,491 |
172,527 |
3,840,889 |
Proposal 9.5.
The shareholders approved the maximum compensation of Executive Management for the fiscal year
ending December 31, 2027.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 66,731,856 |
97.84% |
1,470,247 |
122,368 |
3,840,889 |
Proposal 10.
The shareholders approved the Aebi Schmidt Equity Incentive Plan.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 67,435,651 |
98.81% |
812,878 |
75,942 |
3,840,889 |
Proposal 11.
The shareholders approved the Swiss Statutory Non-Financial Matters Report.
| For |
% For |
Against |
Abstentions |
Broker Non-Votes |
| 67,910,952 |
99.90% |
65,880 |
347,639 |
3,840,889 |
| ITEM 7.01 |
REGULATION FD DISCLOSURE. |
On May 21, 2026, the Company issued the press release attached hereto as Exhibit 99.1 regarding
the results of the Annual Meeting.
The information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Exchange Act or
the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language
in any filings.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
|
Exhibit
No. |
Description |
| 3.1 |
Aebi Schmidt’s Articles of Association |
| |
|
| 10.1 |
Aebi Schmidt Equity Incentive Plan |
| |
|
| 99.1 |
Press Release dated May 21, 2026 |
| |
|
| 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
| |
AEBI SCHMIDT HOLDING AG |
| |
|
|
| Date: May 21, 2026 |
By: |
/s/ Barend Fruithof |
| |
Name: |
Barend Fruithof |
| |
Title: |
Group CEO |
| |
|
|
| Date: May 21, 2026 |
By: |
/s/ Marco Portmann |
| |
Name: |
Marco Portmann |
| |
Title: |
Group CFO |
EXHIBIT 99.1
Aebi Schmidt Group shareholders approve all proposals submitted by the Board of Directors at the 2026 Annual General Meeting; Company’s Board of Directors declares quarterly dividend of $0.025 per share
- Shareholders elect Barend Fruithof as Chair of the Board of Directors and elect all other members of the Board of Directors standing for re-election
- Shareholders approve all other proposals submitted by the Board of Directors, including an annual dividend of up to $0.10 per share
- Board of Directors declares dividend of $0.025 per share
FRAUENFELD, Switzerland, May 21, 2026 (GLOBE NEWSWIRE) -- At today’s first Annual General Meeting (the “2026 AGM”) of Aebi Schmidt Holding AG (NASDAQ: AEBI) (“Aebi Schmidt Group” or the “Company”), the shareholders approved all proposals submitted by the Board of Directors (the “Board”). Following the 2026 AGM, the Board declared a quarterly dividend of $0.025 per share.
Election of the Board of Directors and Other Proposals
Shareholders elected Barend Fruithof as Chair of the Board. Mr. Fruithof currently serves as Group CEO of the Company and was previously Vice Chair of the Board. Additionally, shareholders elected all other members of the Board who stood for re-election.
The Company’s shareholders approved all other proposals submitted by the Board, including an annual dividend of up to $0.10 per share, which the Board expects to pay in four quarterly instalments of $0.025 each.
For a detailed listing of all proposals at the 2026 AGM, please visit the “Annual General Meeting 2026” section of www.aebi-schmidt.com/investors.
Declaration of Quarterly Dividend
Following the 2026 AGM, the Board declared a quarterly dividend of $0.025 per share. The dividend is payable on June 25, 2026, to shareholders of record at the close of business on June 5, 2026.
The payment source for the dividend is Switzerland. Under Swiss law, the dividend is a return of capital, fully paid out of reserves from capital contributions and therefore tax free for Swiss shareholders. For all non-Swiss shareholders, the dividend is a return of capital or non-U.S. source income.
Media contact
Tina Fischer, Corporate Communication
media@aebi-schmidt.com
Phone: +41 44 308 58 48
Investor Contact
Simone Grancini, Director Investor Relations
investor.relations@aebi-schmidt.com
Phone: +41 44 308 58 77 | Further information
https://www.aebi-schmidt.com
https://www.youtube.com/AebiSchmidtGroup
https://media.aebi-schmidt.com (pictures, logos)
|
About Aebi Schmidt Group
Aebi Schmidt Group (NASDAQ: AEBI) is a world-class specialty vehicles leader, positioned to accelerate growth and drive exceptional value. The Company is headquartered in Switzerland, employs approximately 6,000 employees, and operates production facilities and service and upfit centers across Europe and North America.
