Astec Industries (ASTE) holders approve directors, say-on-pay and Deloitte as 2026 auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Astec Industries, Inc. held its Annual Meeting of Shareholders on April 24, 2026, where investors voted on directors, executive pay and the company’s auditor.
Shareholders elected Nalin Jain with 19,496,403 votes for and Jaco G. van der Merwe with 19,776,559 votes for, each to three-year terms. They also approved, on an advisory basis, the compensation of the company’s named executive officers with 19,568,544 votes for. In addition, shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for calendar year 2026 with 21,078,240 votes for.
Positive
- None.
Negative
- None.
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
Votes for Nalin Jain: 19,496,403 votes
Votes for Jaco G. van der Merwe: 19,776,559 votes
Say-on-pay votes for: 19,568,544 votes
+3 more
6 metrics
Votes for Nalin Jain
19,496,403 votes
Director election at April 24, 2026 annual meeting
Votes for Jaco G. van der Merwe
19,776,559 votes
Director election at April 24, 2026 annual meeting
Say-on-pay votes for
19,568,544 votes
Advisory approval of named executive officer compensation
Say-on-pay votes against
221,611 votes
Advisory approval of named executive officer compensation
Auditor ratification votes for
21,078,240 votes
Ratification of Deloitte & Touche LLP for calendar year 2026
Auditor ratification votes against
37,004 votes
Ratification of Deloitte & Touche LLP for calendar year 2026
Key Terms
broker non-votes, named executive officers, independent registered public accounting firm
3 terms
broker non-votes financial
"For | Withheld | Broker Non-Votes Nalin Jain | 19,496,403 | 412,075 | 1,218,605"
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.
named executive officers financial
"approved on an advisory basis, the compensation of the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche 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.
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): April 24, 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 5.07. Submission of Matters to a Vote of Security Holders
Astec Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 24, 2026 (the "Annual Meeting"). The following is a summary of the matters voted on at the meeting:
(1) The Company’s shareholders elected the two director nominees listed below for a term of three years. The voting results were as follows:
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Nalin Jain | 19,496,403 | 412,075 | 1,218,605 | |||||||||||||||||
| Jaco G. van der Merwe | 19,776,559 | 131,919 | 1,218,605 | |||||||||||||||||
(2) The Company’s shareholders, approved on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 19,568,544 | 221,611 | 103,259 | 1,233,669 | |||||||||||||||||
(3) The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year 2026. The voting results were as follows:
| Votes For | Votes Against | Abstain | |||||||||||||||
| 21,078,240 | 37,004 | 11,839 | |||||||||||||||
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: April 27, 2026 | By: | /s/ Edward T. Gilbert Jr. | ||||||
| Edward T. Gilbert Jr. | ||||||||
| General Counsel & Corporate Secretary | ||||||||
FAQ
Which directors were elected at Astec Industries’ April 24, 2026 annual meeting?
Shareholders elected Nalin Jain and Jaco G. van der Merwe to three-year board terms. Jain received 19,496,403 votes for, and van der Merwe received 19,776,559 votes for, with additional withheld and broker non-vote counts recorded for each director candidate.
Who is Astec Industries’ auditor for the 2026 calendar year?
Shareholders ratified Deloitte & Touche LLP as Astec Industries’ independent registered public accounting firm for 2026. The proposal received 21,078,240 votes for, 37,004 against, and 11,839 abstentions, continuing the company’s existing external audit relationship for the calendar year.