Astec Industries (NASDAQ: ASTE) names Bill Waltz independent director
Rhea-AI Filing Summary
Astec Industries, Inc. is expanding its board of directors and has appointed William (Bill) E. Waltz as a new independent director, effective October 29, 2026. With his addition, the board size will increase from nine to ten directors, and he will serve an initial term expiring at the 2027 annual meeting of stockholders.
Waltz will also join the board’s Compensation Committee. The board determined that he qualifies as an independent director under Nasdaq rules and Astec’s Corporate Governance Guidelines and noted there are no related-party transactions requiring disclosure. He will receive the same annual compensation provided to other non-employee directors. Waltz, age 62, is currently President and Chief Executive Officer of Atkore, Inc. and brings extensive public company leadership and industrial experience.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size after appointment: 10 directors
Independent directors: 9 directors
Effective date: October 29, 2026
+3 more
6 metrics
Board size after appointment
10 directors
Total number of directors after Bill Waltz joins on October 29, 2026
Independent directors
9 directors
Number of independent directors on the ten-member board after Waltz’s appointment
Effective date
October 29, 2026
Date Bill Waltz’s appointment to the board and Compensation Committee becomes effective
Term expiration
2027 annual meeting of stockholders
End of Bill Waltz’s initial term as director
Age of Bill Waltz
62
Age of the newly appointed independent director
Year became Atkore CEO
2018
Year Bill Waltz assumed the roles of President, CEO and director at Atkore, Inc.
Key Terms
independent director, Compensation Committee, Corporate Governance Guidelines, Item 404(a) of Regulation S-K
4 terms
independent director regulatory
"appointed Mr. William ("Bill") E. Waltz as a new independent director to the Board"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Compensation Committee regulatory
"The Board also appointed Mr. Waltz to the Board's Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Corporate Governance Guidelines regulatory
"under the requirements of the Nasdaq Stock Market LLC and the Company's Corporate Governance Guidelines"
A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.
Item 404(a) of Regulation S-K regulatory
"no transactions directly or indirectly involving Mr. Waltz that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What board change did Astec Industries (ASTE) disclose in this 8-K?
Astec Industries disclosed that its board increased in size from nine to ten directors and appointed William (Bill) E. Waltz as a new independent director, with his service beginning on October 29, 2026.
When does Bill Waltz’s term on the Astec Industries (ASTE) board end?
Bill Waltz will serve an initial term on Astec Industries’ board expiring at the 2027 annual meeting of stockholders. After that meeting, his continued service would depend on standard nomination and election processes.
What committee will Bill Waltz serve on at Astec Industries (ASTE)?
Bill Waltz will serve as a member of Astec Industries’ Compensation Committee, effective October 29, 2026, in addition to his role as an independent director on the expanded ten-member board.
Is Bill Waltz considered an independent director at Astec Industries (ASTE)?
Yes. Astec’s board determined that Bill Waltz qualifies as independent under the requirements of the Nasdaq Stock Market and the company’s Corporate Governance Guidelines, with no related-party transactions requiring disclosure.
What is Bill Waltz’s current role outside Astec Industries (ASTE)?
Bill Waltz is currently the President and Chief Executive Officer and a director of Atkore, Inc., roles he has held since 2018. His background includes leadership at Strategic Materials, Pentair, General Electric, and Deloitte.
How many independent directors will Astec Industries (ASTE) have after this appointment?
With Bill Waltz’s appointment effective October 29, 2026, Astec’s board will have ten directors in total, of whom nine are independent directors, reflecting a predominantly independent board structure.
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): July 27, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423 ) 899-5898
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 | ||||||
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.
On July 27, 2026, the Board of Directors (the "Board") of Astec Industries, Inc. (the "Company") (i) increased the size of the Board from nine to ten members and (ii) appointed Mr. William E. Waltz as a member of the Board, effective October 29, 2026. Mr. Waltz will serve for an initial term expiring at the 2027 annual meeting of stockholders. The Board also appointed Mr. Waltz to the Board's Compensation Committee, also effective October 29, 2026.
Mr. Waltz, age 62, is the current President and Chief Executive Officer and a member of the board of directors of Atkore, Inc. (NYSE: ATKR), positions he has held since 2018. Mr. Waltz served as president of Atkore's core Electrical Raceway/Electrical Products division between 2013 to 2018. From 2009 until joining Atkore in 2013, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc. Prior to that, he spent over a decade in various divisions of Pentair plc and started his career at General Electric Company and as a Deloitte management consultant. Mr. Waltz is also a director of Quanex Building Products Corporation (NYSE: NX).
The Board has determined that Mr. Waltz qualifies as "independent" under the requirements of the Nasdaq Stock Market LLC and the Company's Corporate Governance Guidelines. There are no arrangements or understandings with any person pursuant to which Mr. Waltz was elected as a director of the Company. In addition, there are no transactions directly or indirectly involving Mr. Waltz that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Waltz will receive the annual compensation that the Company provides to other non-employee members of the Board.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
| 99.1 | Press Release, dated July 30, 2026, issued by Astec Industries, Inc. | |||||||
| 104 | Cover Page Interactive Data File embedded within the Inline XBRL document | |||||||
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.
| Astec Industries, Inc. | ||||||||
| Date: July 30, 2026 | By: | /s/ Edward T. Gilbert Jr. | ||||||
| Edward T. Gilbert Jr. | ||||||||
| General Counsel, Chief Compliance Officer & Corporate Secretary | ||||||||
 | NEWS RELEASE | ||||
ASTEC APPOINTS BILL WALTZ TO BOARD OF DIRECTORS
CHATTANOOGA, Tenn. (July 30, 2026) – Astec Industries, Inc. (NASDAQ: ASTE) announced the company's board of directors (the "Board") appointed Mr. William ("Bill") E. Waltz as a new independent director to the Board, effective as of October 29, 2026. With the election of Mr. Waltz, the size of the Board will increase to 10 directors, nine of whom are independent directors. Mr. Waltz will serve as a member of the Compensation Committee of the Board.
Mr. Mark Gliebe, Chairman of Astec's Board of Directors, said, "We are pleased to welcome Bill Waltz to the Astec Board. Bill has public company Chief Executive Officer experience and a strong record of leading companies through organic and inorganic growth."
Mr. Waltz is the current President and Chief Executive Officer and a member of the board of directors of Atkore, Inc. (NYSE: ATKR), positions he has held since 2018. Mr. Waltz served as President of Atkor's core Electrical Raceway/Electrical Products division between 2013 to 2018. From 2009 until joining Atkore in 2013, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc. Prior to that, he spent over a decade in various divisions of Pentair plc and started his career at General Electric Company and as a Deloitte management consultant.
About Astec
Astec, (www.astecindustries.com), is a manufacturer of specialized equipment for asphalt road building, aggregate processing and concrete production. Astec's manufacturing operations are divided into two primary business segments: Infrastructure Solutions that includes road building, asphalt and concrete plants, thermal and storage solutions; and Materials Solutions that include our aggregate processing equipment. Astec also operates a line of controls and automation products designed to deliver enhanced productivity through improved equipment performance.
Astec, (www.astecindustries.com), is a manufacturer of specialized equipment for asphalt road building, aggregate processing and concrete production. Astec's manufacturing operations are divided into two primary business segments: Infrastructure Solutions that includes road building, asphalt and concrete plants, thermal and storage solutions; and Materials Solutions that include our aggregate processing equipment. Astec also operates a line of controls and automation products designed to deliver enhanced productivity through improved equipment performance.
For Additional Information Contact:
Steve Anderson
Senior Vice President of Administration and Investor Relations
Phone: (423) 899-5898
Fax: (423) 899-4456
E-mail: sanderson@astecindustries.com
1725 Shepherd Road | Chattanooga, Tennessee 37421 | 423.899.5898 | astecindustries.com