Art’s-Way (NASDAQ: ARTW) adopts annual say-on-pay advisory vote schedule

Rhea-AI Filing Summary

Art’s-Way Manufacturing Co., Inc. filed an amendment to update governance information from its 2025 Annual Meeting of Stockholders. The Board of Directors has decided that stockholders will continue to cast non-binding, advisory votes on the compensation of the company’s named executive officers every year.

This decision follows the stockholders’ prior non-binding recommendation in favor of an annual “say-on-pay” frequency and is consistent with the company’s earlier proxy recommendation. The company states that this annual advisory vote schedule will remain in place until the next required stockholder vote on frequency, which must occur no later than the 2031 Annual Meeting of Stockholders.

Form 8-K/A date of report 04-23-25 true 0000007623 0000007623 2025-04-23 2025-04-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

Amendment No. 1

Current Report Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2025

ART’S-WAY MANUFACTURING CO., INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
000-05131		42-0920725
(Commission File Number)		(IRS Employer
		Identification No.)
5556 Highway 9 Armstrong, Iowa 50514
(Address of principal executive offices) (Zip Code)
(712) 208-8467
(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 $0.01 par value	ARTW	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.          ☐

Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”) amends and supplements the Current Report on Form 8-K filed by Art’s-Way Manufacturing Co., Inc. (the “Company”) with the Securities and Exchange Commission on April 25, 2025. The sole purpose of the Amendment is to disclose the decision by the Company’s Board of Directors regarding how frequently the Company will conduct future non-binding and advisory stockholder votes on the compensation of the Company’s named executive officers.

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

As previously reported, on April 23, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). In its Current Report on Form 8-K filed on April 25, 2025, the Company reported the results of voting at the Annual Meeting, including the recommendation by its stockholders, on a non-binding and advisory basis, of a one-year frequency for non-binding and advisory votes on the compensation of the Company’s named executive officers.

In light of these results and in accordance with its previous recommendation in the proxy statement for the Annual Meeting, the Company’s Board of Directors has determined that the Company will hold future non-binding and advisory stockholder votes on the compensation of the Company’s named executive officers every year until its next vote on the frequency of such stockholder advisory votes. The next advisory vote regarding the frequency of such stockholder advisory votes is required to occur no later than the Company’s 2031 Annual Meeting of Stockholders.

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.

Dated: August 28, 2025

ART’S-WAY MANUFACTURING CO., INC.

/s/ Michael W. Woods

Michael W. Woods

Chief Financial Officer

FAQ

What governance decision did ARTW disclose in this 8-K/A amendment?

Art’s-Way disclosed that its Board chose an annual schedule for advisory votes on executive compensation. This confirms how often stockholders will express non-binding views on pay for named executive officers, following preferences indicated at the 2025 Annual Meeting.

How often will Art’s-Way (ARTW) hold say-on-pay advisory votes?

Art’s-Way will hold non-binding, advisory stockholder votes on named executive officer compensation every year. The Board’s decision aligns with stockholder recommendations from the 2025 Annual Meeting and the company’s prior proxy statement guidance on vote frequency.

Why did Art’s-Way (ARTW) amend its prior 8-K filing?

Art’s-Way amended its earlier report to add the Board’s final decision on how frequently to hold advisory votes on executive compensation. The original filing disclosed voting results but did not yet include the Board’s chosen say-on-pay frequency policy.

How did stockholders influence ARTW’s executive pay vote frequency?

Stockholders provided a non-binding, advisory recommendation favoring a one-year frequency for say-on-pay votes at the 2025 Annual Meeting. The Board then adopted this annual schedule, matching the stockholder preference and the company’s recommendation in its proxy materials.

When will ARTW next ask stockholders about say-on-pay vote frequency?

The next advisory vote on how often Art’s-Way should hold say-on-pay votes must occur no later than the company’s 2031 Annual Meeting. Until that vote, the Board has committed to maintaining annual advisory votes on executive compensation.

Does this ARTW filing change executive compensation amounts?

The filing does not change specific compensation amounts; it addresses how often stockholders will vote on pay policies. It confirms an annual schedule for non-binding advisory votes on the compensation of the company’s named executive officers going forward.