Alamo Group (ALG) investors approve board, executive pay and auditor

Rhea-AI Filing Summary

Alamo Group Inc. reported the results of its annual stockholder meeting held on May 1, 2026. Stockholders elected all nine director nominees, with each receiving over 11 million votes in favor and only small numbers of votes against or abstentions, plus broker non-votes.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 10,904,169 votes for and 346,667 against. In addition, they ratified the appointment of KPMG LLP as independent auditor for the fiscal year ending December 31, 2026, with 11,583,832 votes in favor.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Highest director 'For' votes: 11,241,342 votes Say-on-pay approval: 10,904,169 votes for Say-on-pay opposition: 346,667 votes against +3 more

6 metrics

Highest director 'For' votes 11,241,342 votes For election of Paul D. Householder as director

Say-on-pay approval 10,904,169 votes for Advisory vote on compensation of named executive officers

Say-on-pay opposition 346,667 votes against Advisory vote on compensation of named executive officers

Auditor ratification 'For' votes 11,583,832 votes Ratification of KPMG LLP as independent auditor for fiscal 2026

Auditor ratification 'Against' votes 50,790 votes Ratification of KPMG LLP as independent auditor for fiscal 2026

Broker non-votes on director items 384,350 votes Each director election proposal at the annual meeting

Key Terms

broker non-votes, advisory vote, independent auditor, proxy statement, +1 more

5 terms

broker non-votes financial

"are the number of votes cast for or against, the number of abstentions and the number of broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent auditor financial

"Ratification of appointment of KPMG LLP as independent auditor for fiscal year 2026"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

proxy statement regulatory

"the proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on March 19, 2026"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

annual meeting of stockholders regulatory

"On May 1, 2026, the Company held its annual meeting of stockholders"

Understanding 8-K Material Events →

FALSE000089707700008970772026-05-012026-05-01

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 1, 2026

Alamo Group Inc.

(Exact name of registrant as specified in its charter)

 

State of Delaware			0-21220			74-1621248
(State or other jurisdiction of incorporation)			(Commission File No.)			(IRS Employer Identification No.)

1627 E. Walnut, Seguin, Texas			78155
(Address of Registrant’s principal executive offices)			(Zip Code)

(830) 379-1480

Registrant's telephone number, including area code:

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 $.10 per share			ALG			New York Stock Exchange

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))

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.

On May 1, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”). The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on March 19, 2026. Set forth below, with respect to each proposal, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes:

Proposal 1 - Election of directors

The stockholders approved the election of all nine of the nominees for director to serve until the next Annual Meeting or until their successors are duly elected and qualified. The voting results were as follows:

			For						Against						Abstain						Broker Non-Votes
Robert P. Bauer			11,014,815						234,340						9,352						384,350
Eric P. Etchart			11,076,221						172,934						9,352						384,350
Nina C. Grooms			11,051,452						196,415						10,640						384,350
Colleen C. Haley			11,146,281						103,076						9,150						384,350
Paul D. Householder			11,241,342						7,813						9,352						384,350
Robert P. Hureau			11,175,581						73,574						9,352						384,350
Tracy C. Jokinen			11,232,957						16,400						9,150						384,350
Richard W. Parod			11,238,046						11,109						9,352						384,350
Lorie L. Tekorius			11,176,111						71,766						10,630						384,350

Proposal 2 - Advisory vote on compensation of named executive officers

The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers as described in our Proxy Statement, by the votes set forth in the table below:

For						Against						Abstain						Broker Non-Votes
10,904,169						346,667						7,671						384,350

Proposal 3 - Ratification of appointment of KPMG LLP as independent auditor for fiscal year 2026

The appointment of KPMG LLP to serve as the Company's independent auditor for the fiscal year ending December 31, 2026 was ratified. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
11,583,832						50,790						8,235						—

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.

 

May 1, 2026			By:  /s/ Edward T. Rizzuti
			Edward T. Rizzuti
			Executive Vice President, Corporate Development, Investor Relations & Secretary

FAQ

What did Alamo Group Inc. (ALG) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: electing nine directors, approving on an advisory basis the compensation of named executive officers, and ratifying KPMG LLP as independent auditor for the fiscal year ending December 31, 2026. All three proposals received stockholder approval.

Were all Alamo Group Inc. (ALG) director nominees elected at the 2026 annual meeting?

Yes, all nine director nominees were elected. Each nominee, including Robert P. Bauer and Paul D. Householder, received more than 11 million votes in favor, with relatively few votes cast against or abstaining, along with 384,350 broker non-votes recorded for each director proposal.

How did Alamo Group Inc. (ALG) stockholders vote on executive compensation in 2026?

Stockholders approved the compensation of named executive officers on an advisory, non-binding basis. The vote totaled 10,904,169 shares for, 346,667 against, and 7,671 abstaining, with 384,350 broker non-votes. This supports the company’s described executive pay program in its March 19, 2026 proxy statement.

Did Alamo Group Inc. (ALG) ratify KPMG LLP as its 2026 independent auditor?

Yes, stockholders ratified KPMG LLP as independent auditor for the fiscal year ending December 31, 2026. The ratification received 11,583,832 votes for, 50,790 against, and 8,235 abstentions. There were no broker non-votes on this proposal, indicating broad support for the auditor appointment.

What are broker non-votes in the Alamo Group Inc. (ALG) 2026 meeting results?

Broker non-votes occur when brokers hold shares for beneficial owners but lack voting instructions for certain proposals. For Alamo Group’s director and executive compensation proposals, 384,350 broker non-votes were recorded, while there were no broker non-votes on the auditor ratification proposal.

Where was the Alamo Group Inc. (ALG) principal executive office listed in this filing?

The filing lists Alamo Group Inc.’s principal executive offices at 1627 E. Walnut, Seguin, Texas 78155. It also provides the company’s telephone number as (830) 379-1480, giving investors a reference for the corporate headquarters location and main contact details.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB