AstroNova holders back $29-per-share Arcline buyout
AstroNova, Inc. (ALOT) shareholders approved the company’s acquisition by affiliates of Arcline Investment Management at a virtual special meeting held on August 25, 2026.
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Rhea-AI Filing Summary
AstroNova, Inc. (ALOT) shareholders approved the company’s acquisition by affiliates of Arcline Investment Management at a virtual special meeting held on August 25, 2026. Under the Agreement and Plan of Merger, each share of common stock will be converted into the right to receive $29.00 in cash, without interest and subject to applicable withholding taxes.
Shareholders cast 5,027,868 votes for, 4,693 against and 5,467 abstaining on the merger proposal, representing more than 99% of votes cast and approximately 64% of all 7,841,201 shares outstanding as of the July 29, 2026 record date. A separate, non-binding advisory vote approved the merger-related executive compensation arrangements. The transaction is expected to close on August 26, 2026, after which AstroNova will become a privately held company and its common stock will cease trading on Nasdaq.
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Agreement and Plan of Merger regulatory
non-binding advisory vote regulatory
mission critical identification and marking solutions technical
assets under management financial
forward-looking statements regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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(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 (see General Instruction A.2. below):
| 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:
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Name of Each Exchange on which Registered | ||
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. |
AstroNova, Inc. (the “Company”) held a Special Meeting of Shareholders on August 25, 2026 (the “Special Meeting”). A total of 7,841,201 shares of the Company’s common stock, par value $0.05 per share (“Common Stock”), were outstanding as of July 29, 2026, the record date for the Special Meeting. At the Special Meeting, 5,038,028 shares of the Common Stock eligible to be voted at the Special Meeting were present either in person or by proxy. The following is a summary of the matters voted on at the Special Meeting.
1. Proposal 1 – To adopt and approve the Agreement and Plan of Merger, dated as of June 16, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Orion Merger Parent, Inc. (“Parent”), and Orion MergerCo X, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into AstroNova (the “Merger”), with AstroNova surviving the Merger as a wholly owned subsidiary of Parent, and each outstanding share of Common Stock (other than excluded shares) will be converted into the right to receive $29.00 per share in cash, without interest and subject to any applicable withholding taxes, and approve the other transactions contemplated by the Merger Agreement (the “Merger Proposal”).
The following votes were cast at the Special Meeting (in person or by proxy) on the Merger Proposal:
| For |
Against |
Abstain | ||
| 5,027,868 | 4,693 | 5,467 |
The Company’s shareholders approved the Merger Proposal.
2. Proposal 2 – To approve, by non-binding advisory vote, certain compensation arrangements for AstroNova’s named executive officers that are based on or otherwise relate to the Merger, as described in the Definitive Proxy Statement filed with the Securities and Exchange Commission on July 31, 2026 (the “Advisory Compensation Proposal”).
The following votes were cast at the Special Meeting (in person or by proxy) on the Advisory Compensation Proposal:
| For |
Against |
Abstain | ||
| 4,665,400 | 296,773 | 75,855 |
The Company’s shareholders approved, on a non-binding, advisory basis, the Advisory Compensation Proposal.
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3. Proposal 3 – In connection with the Special Meeting, the Company also solicited proxies to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). As there were sufficient votes at the Special Meeting to adopt the Merger Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.
| Item 8.01 | Other Events. |
On August 25, 2026, we issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release dated August 25, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| ASTRONOVA, INC. | ||||||
| Dated: August 25, 2026 | By: | /s/ Thomas D. DeByle | ||||
| Thomas D. DeByle | ||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||
Exhibit 99.1
|
News Release |
FOR IMMEDIATE RELEASE
AstroNova Shareholders Approve Acquisition by Arcline Investment Management
WEST WARWICK, R.I., August 25, 2026 – AstroNova, Inc. (Nasdaq: ALOT), a leading provider of mission critical identification and marking solutions across the aerospace & defense and labeling & packaging industries, announced that at a Special Meeting of shareholders held virtually earlier today, its shareholders voted to approve the acquisition of the Company by Arcline Investment Management.
Jorik Ittmann, President and Chief Executive Officer of AstroNova, said, “We are pleased to have reached this important milestone and appreciate the support of our shareholders. As we begin AstroNova’s next chapter, we look forward to partnering with Arcline and drawing on its deep experience and institutional capabilities to build on the strengths of our businesses and position them for long-term growth.” More than 99 percent of the votes cast at the special meeting of shareholders voted in favor of the merger agreement representing approximately 64 percent of all issued and outstanding shares of AstroNova common stock as of the July 29, 2026 record date. A majority of shares outstanding in favor of the transaction was required for approval. The final, certified voting results will be reported in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.
Under the terms of the Agreement and Plan of Merger, dated as of June 16, 2026, by AstroNova and affiliates of Arcline Investment Management, shareholders will receive $29.00 per share in cash in connection with the closing of the transaction which is expected to be completed on August 26, 2026. AstroNova will become a privately held company, and its common stock will no longer be traded on the Nasdaq.
About AstroNova, Inc.
AstroNova (Nasdaq: ALOT) is a leading provider of mission critical identification and marking solutions in aerospace & defense and labeling & packaging amongst other industries. The Company designs, manufactures, distributes, and services solutions that enable customers to identify, track, and communicate essential system, product, and safety information across a wide range of applications and media.
The Aerospace segment is a global leader in providing products designed for airborne printing solutions, avionics, and data acquisition, including flight deck printing solutions, networking hardware, and specialized aerospace-grade supplies.
AstroNova Inc. | 600 East Greenwich Avenue | West Warwick, RI 02893 | 401.828.4000
AstroNova Shareholders Approve Acquisition by Arcline Investment Management
August 25, 2026
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The Product Identification segment delivers end-to-end marking and identification solutions, including hardware, software, and consumables for OEMs, commercial printers, and brand owners. These solutions are used across labels, flexible packaging, corrugated, and industrial substrates, where durability, traceability, and regulatory compliance are essential.
For more information, please visit: www.astronovainc.com.
About Arcline Investment Management
Arcline Investment Management is a private investment firm with over $30 billion in assets under management. Arcline seeks to build the next generation of Industrial Compounders – market-leading, mission-critical industrial platforms designed to consistently compound earnings over decades. For more information, visit www.arcline.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the expected timing of closing and AstroNova’s future opportunities as a privately held company. These statements are based on current expectations, estimates, and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such statements.
These risks and uncertainties include, among others, the possibility that required shareholder or regulatory approvals may not be obtained; that other closing conditions may not be satisfied; that the transaction may be delayed or may not be completed on the expected terms or at all; the occurrence of any event, change, or other circumstance that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the transaction on AstroNova’s business relationships, operating results, and business generally; risks related to diverting management’s attention from ongoing business operations; and other risks described in AstroNova’s filings with the SEC. AstroNova undertakes no obligation to update any forward-looking statements, except as required by applicable law.
AstroNova Contact:
Deborah K. Pawlowski, IRC
Alliance Advisors IR
Email: dpawlowski@allianceadvisors.com
Phone: 716.843.3908
Arcline Contact:
Jon Keehner / Tim Ragones / Erik Carlson
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Arcline-jf@joelefrank.com
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AstroNova Inc. | 600 East Greenwich Avenue | West Warwick, RI 02893 | 401.828.4000