Art’s-Way (NASDAQ: ARTW) investors back directors, auditor and 500k-share equity plan boost

Rhea-AI Filing Summary

Art’s-Way Manufacturing Co., Inc. held its 2026 Annual Meeting of Stockholders on April 21, 2026. Stockholders elected five directors, each receiving over 3.3 million votes in favor, with broker non-votes reported for each nominee.

Stockholders ratified Eide Bailly LLP as independent registered public accounting firm for the fiscal year ending November 30, 2026, with 4,171,196 votes for and limited opposition. They also approved an amendment to the 2020 Equity Incentive Plan to increase shares reserved by 500,000 shares, and supported, on a non-binding advisory basis, the compensation of named executive officers.

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

Equity plan share increase: 500,000 shares Auditor ratification for votes: 4,171,196 votes for Equity plan amendment support: 3,398,629 votes for +3 more

6 metrics

Equity plan share increase 500,000 shares Increase in shares reserved under 2020 Equity Incentive Plan

Auditor ratification for votes 4,171,196 votes for Ratification of Eide Bailly LLP for year ending November 30, 2026

Equity plan amendment support 3,398,629 votes for Approval of 2020 Equity Incentive Plan amendment

Say-on-pay support 3,444,356 votes for Non-binding advisory vote on named executive officer compensation

Director votes for Marc H. McConnell 3,349,597 votes for Election of director Marc H. McConnell

Director votes for David A. White 3,491,845 votes for Election of director David A. White

Key Terms

broker non-votes, independent registered public accounting firm, Equity Incentive Plan, non-binding and advisory basis, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes: 595,130"

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.

independent registered public accounting firm financial

"Eide Bailly LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Equity Incentive Plan financial

"amendment to the 2020 Equity Incentive Plan to increase the number of shares reserved"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

non-binding and advisory basis financial

"approved, on a non-binding and advisory basis, the compensation of the named executive officers"

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

false 0000007623 0000007623 2026-04-21 2026-04-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 21, 2026

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 $.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.          ☐

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

On April 21, 2026, Art’s-Way Manufacturing, Co., Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the following actions were taken:

1. The Stockholders elected five nominees to the Company’s Board of Directors to hold office until the next annual meeting and until their successors are elected and qualified.

2. The Stockholders ratified the selection of Eide Bailly LLP as the Company's independent registered public accounting firm for the fiscal year ending November 30, 2026.

3. The Stockholders approved an amendment to the 2020 Equity Incentive Plan to increase the number of shares reserved thereunder by 500,000 shares.

4. The Stockholders approved, on a non-binding and advisory basis, the compensation of the named executive officers of the Company.

The voting results for each such matter were as follows:

1. Election of directors:

Nominee:		For:			Withheld:			Broker Non-Votes:
Marc H. McConnell		3,349,597			253,165			595,130
Thomas E. Buffamante		3,474,702			128,060			595,130
David A. White		3,491,845			110,917			595,130
Matthew Westendorf		3,318,257			284,505			595,130
Randall C. Ramsey		3,486,595			116,167			595,130

2. Ratification of selection of Eide Bailly LLP as the Company's independent registered public accounting firm for the fiscal year ending November 30, 2026:

For:			Against:			Abstain:			Broker Non-Votes:
4,171,196			16,147			10,549			-

3. Approval of an amendment to the 2020 Equity Incentive Plan to increase the number of shares reserved thereunder by 500,000 shares.

For:			Against:			Abstain:			Broker Non-Votes:
3,398,629			176,936			27,197			595,130

4. Approval, on a non-binding and advisory basis, of named executive officer compensation:

For:			Against:			Abstain:			Broker Non-Votes:
3,444,356			124,160			34,246			595,130

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: April 22, 2026

ART’S-WAY MANUFACTURING CO., INC.

/s/ Michael W. Woods

Michael W. Woods

Chief Financial Officer

FAQ

What did Art’s-Way (ARTW) stockholders vote on at the 2026 Annual Meeting?

Stockholders elected five directors, ratified Eide Bailly LLP as auditor for the year ending November 30, 2026, approved adding 500,000 shares to the 2020 Equity Incentive Plan, and backed executive compensation on a non-binding advisory basis.

Were Art’s-Way (ARTW) director nominees elected at the 2026 Annual Meeting?

Yes. All five nominees, including Marc H. McConnell and Randall C. Ramsey, were elected. Each received more than 3.3 million votes for, with smaller withheld votes and reported broker non-votes on each director proposal.

Did Art’s-Way (ARTW) stockholders approve the auditor for fiscal 2026?

Yes. Stockholders ratified Eide Bailly LLP as Art’s-Way’s independent registered public accounting firm for the fiscal year ending November 30, 2026, with 4,171,196 votes for, 16,147 against, and 10,549 abstentions, and no broker non-votes reported on this item.

What change was made to Art’s-Way (ARTW) 2020 Equity Incentive Plan?

Stockholders approved an amendment to the 2020 Equity Incentive Plan increasing the number of shares reserved under the plan by 500,000 shares. The proposal received 3,398,629 votes for, 176,936 against, 27,197 abstentions, and 595,130 broker non-votes.

How did Art’s-Way (ARTW) stockholders vote on executive compensation?

Stockholders approved, on a non-binding and advisory basis, the compensation of Art’s-Way’s named executive officers. The say-on-pay vote received 3,444,356 votes for, 124,160 against, 34,246 abstentions, and 595,130 broker non-votes, indicating overall support for current pay practices.

Which directors received the highest support at Art’s-Way (ARTW) 2026 meeting?

David A. White received 3,491,845 votes for and 110,917 withheld, while Thomas E. Buffamante received 3,474,702 for and 128,060 withheld. All five nominees were elected, with 595,130 broker non-votes recorded on each director item.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB