[8-K] AdvanSix Inc. Reports Material Event

Rhea-AI Filing Summary

AdvanSix Inc. (NYSE: ASIX) filed an 8-K disclosing the voting results from its 18 June 2025 Annual Meeting and related governance actions. Stockholders approved an amended and restated 2016 Stock Incentive Plan, adding 1.4 million shares to the reserve and extending the plan’s life three years to 18 June 2035. The additional shares represent roughly 5% of the current basic share count, providing fresh equity capacity for retention and incentive purposes but creating potential dilution for existing holders.

All seven director nominees—including CEO Erin N. Kane—were re-elected with at least 98.6% support of votes cast, signalling broad investor confidence in the board. PricewaterhouseCoopers LLP was ratified as independent auditor for 2025 with 98.9% support.

On advisory matters, 97.3% of votes cast backed executive compensation, and 96.5% supported the updated Incentive Plan. A proposal to amend the Certificate of Incorporation to limit certain officer liability passed with 92.2% support of votes cast, though it received the lowest approval margin among agenda items.

No financial performance metrics, earnings guidance, or major transactional events were disclosed in the filing. The information is primarily governance-related and does not directly change the company’s operating outlook, but the expanded equity pool and liability shield could influence future compensation structure and risk allocation.

Positive

• Amended Incentive Plan approved, providing a refreshed tool for attracting and retaining key employees over the next decade.
• Strong shareholder support for directors (≥98.6%) and auditor ratification (98.9%) reflects continued investor confidence.

Negative

• Potential dilution of up to 1.4 million additional shares (~5% of basic shares) from the expanded equity plan.
• Certificate amendment limiting officer liability could weaken shareholder legal protections and raise governance risk.

Insights

Corporate Governance Expert

TL;DR: Share reserve increase and officer liability shield raise modest governance concerns.

The 1.4 million-share boost (≈5% of outstanding) materially enlarges discretionary equity capacity, which can be positive for talent retention but also dilutive if issuance is aggressive. Extending plan maturity to 2035 aligns incentives longer term but lowers future shareholder leverage over plan terms. The new Certificate amendment narrows officer liability, reducing shareholder litigation leverage; while Delaware law permits it, investors often scrutinise such moves. Overall support levels suggest limited near-term activism risk, yet ISS/Glass Lewis may note dilution and liability aspects in future voting recommendations.

Portfolio Manager

TL;DR: Routine annual-meeting outcomes; equity pool expansion only modestly dilutive.

All agenda items passed comfortably, indicating stable shareholder sentiment. The incremental 1.4 million shares translate to ~0.7% annual dilution over the extended 10-year horizon if fully granted, a manageable level for most valuation models. No operational or earnings data were released, so thesis on ASIX’s nylon and ammonium sulfate cycles remains unchanged. Governance changes will not alter cash flows near term; therefore, portfolio weighting is unaffected.

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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): June 18, 2025

ADVANSIX INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-37774 (Commission File Number) 81-2525089 (I.R.S. Employer Identification No.)

300 Kimball Drive, Suite 101

Parsippany, New Jersey 07054

(Address of principal executive offices)

Registrant’s telephone number, including area code: (973) 526-1800

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:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			ASIX			New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of AdvanSix Inc. (the “Company”) held on June 18, 2025, the stockholders of the Company approved the 2016 Stock Incentive Plan of AdvanSix Inc. and its Affiliates, as Amended and Restated (the “Incentive Plan”), which increased the share reserve by 1,400,000 shares and extended the term of the Incentive Plan from June 15, 2032 to June 18, 2035. A summary of the material terms of the Incentive Plan was included in the definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2025 (as supplemented on May 16, 2025, the “2025 Proxy Statement”), and is qualified in its entirety by reference to the full text of the Incentive Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

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

The Company held its Annual Meeting of Stockholders on June 18, 2025. The following matters set forth in the 2025 Proxy Statement were voted upon with the results set forth below.

1.    Election of Directors. The Company’s stockholders elected the following director nominees to serve for a term ending at the 2026 Annual Meeting of Stockholders with the respective votes set forth opposite their names:

Nominee						For						Against						Abstain						Broker Non-Votes
Erin N. Kane						23,124,978						46,334						18,856						1,699,053
Todd D. Karran						23,003,880						167,735						18,553						1,699,053
Gena C. Lovett, Ph.D.						22,816,048						349,808						24,312						1,699,053
Donald P. Newman						23,057,741						113,411						19,016						1,699,053
Daniel F. Sansone						22,924,219						246,683						19,266						1,699,053
Sharon S. Spurlin						22,962,927						208,038						19,203						1,699,053
Patrick S. Williams						22,828,049						342,611						19,508						1,699,053

2.    Ratification of Appointment of Independent Accountants. The Company’s stockholders voted upon and approved the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accountants for 2025. The votes on this proposal were as follows:

For						Against						Abstain
24,578,924						283,608						26,689

3.    Advisory Vote to Approve Executive Compensation. The Company’s stockholders voted upon and approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the 2025 Proxy Statement. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
22,751,320						392,945						45,903						1,699,053

4.    Approval of the 2016 Stock Incentive Plan of AdvanSix Inc. and its Affiliates, as Amended and Restated. The Company’s stockholders voted upon and approved the Incentive Plan. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
22,355,316						804,965						29,887						1,699,053

5.    Approval of the Amendment to Certificate of Incorporation. The Company’s stockholders voted upon and approved a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to limit the liability of certain officers as permitted by Delaware law, as described in the 2025 Proxy Statement. The complete text of the Certificate of Amendment is included in Appendix C to the 2025 Proxy Statement. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
21,343,761						1,816,963						29,444						1,699,053

ITEM 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
10.1						2016 Stock Incentive Plan of AdvanSix Inc. and its Affiliates, as Amended and Restated (effective June 18, 2025)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 20, 2025

			AdvanSix Inc.
			By:			/s/ Achilles B. Kintiroglou
			Name:			Achilles B. Kintiroglou
			Title:			Senior Vice President, General Counsel and Corporate Secretary

FAQ

How many additional shares did AdvanSix (ASIX) add to its stock incentive plan?

The plan’s share reserve increased by 1,400,000 shares.

What is the new expiration date of the AdvanSix 2016 Stock Incentive Plan?

The plan now runs through 18 June 2035.

Were AdvanSix directors re-elected at the 2025 annual meeting?

Yes, all seven nominees were re-elected with at least 22.8 million votes in favor.

Did shareholders approve AdvanSix’s executive compensation for 2025?

Yes, the advisory vote passed with 97.3% of votes cast in support.

What impact does the officer liability amendment have on investors?

It limits certain personal liability for officers, potentially reducing shareholder legal recourse in future disputes.