CSW Industrials (CSW) logs 91% turnout, names new committee chair

Rhea-AI Filing Summary

CSW INDUSTRIALS, INC. (CSW) reported the results of its 2026 Annual Meeting of Shareholders held on August 27, 2026. Shareholder turnout was high, with 14,895,264 shares present, representing 91.40% of the 16,296,266 shares issued and outstanding as of the July 8, 2026 record date.

All seven director nominees were elected for one-year terms expiring in 2027, each receiving more than 94% of votes cast, with broker non-votes of 814,945 on each director item. Shareholders approved, on an advisory basis, the compensation of the named executive officers with 96.76% of votes cast in favor. Grant Thornton LLP was ratified as independent registered public accounting firm for fiscal 2027 with 99.45% of votes cast in favor.

The company also noted that director J. Kent Sweezey retired from the Board at the conclusion of the meeting under the company’s mandatory retirement policy. In connection with this retirement, the Board appointed director Darron K. Ash as Chair of the Compensation and Talent Development Committee.

8-K Event Classification

2 items: 5.07, 8.01

2 items

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.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares represented at meeting: 14,895,264 shares Shares issued and outstanding: 16,296,266 shares Meeting turnout: 91.40% +4 more

7 metrics

Shares represented at meeting 14,895,264 shares Shares present at the 2026 Annual Meeting, representing voting power

Shares issued and outstanding 16,296,266 shares Shares entitled to vote as of July 8, 2026 record date

Meeting turnout 91.40% Percentage of issued and outstanding shares represented at the meeting

Say-on-pay support 96.76% Percentage of votes cast in favor of executive compensation advisory proposal

Say-on-pay votes for 13,611,391 votes Votes for approval of named executive officer compensation

Auditor ratification support 99.45% Percentage of votes cast in favor of Grant Thornton LLP as auditor for fiscal 2027

Auditor ratification votes for 14,811,160 votes Votes for ratification of Grant Thornton LLP

Key Terms

Broker Non-Votes, advisory vote on executive compensation, independent registered public accounting firm, record date

4 terms

Broker Non-Votes financial

"Broker Non-Votes: | 814,945"

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.

advisory vote on executive compensation financial

"Advisory Vote on Executive Compensation. The proposal for approval, on an advisory"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"ratification of Independent Registered Public Accounting Firm. Grant Thornton LLP was ratified"

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.

record date financial

"shares issued and outstanding that were entitled to vote on July 8, 2026, the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

How many CSW shares were represented at the 2026 Annual Meeting and what was the turnout?

A total of 14,895,264 shares were represented at the 2026 Annual Meeting of CSW INDUSTRIALS, INC., representing 91.40% of the 16,296,266 shares issued and outstanding and entitled to vote as of the July 8, 2026 record date.

Were all CSW (CSW) director nominees elected at the 2026 Annual Meeting?

Yes. All seven director nominees were elected for one-year terms expiring in 2027. Each nominee received at least 94.74% of votes cast, with broker non-votes of 814,945 recorded on each director election proposal.

How did CSW (CSW) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of CSW’s named executive officers with 13,611,391 votes for (96.76%), 454,538 votes against (3.23%), and 14,390 abstentions. There were 814,945 broker non-votes on this proposal.

Which audit firm did CSW (CSW) shareholders ratify for fiscal 2027?

CSW shareholders ratified Grant Thornton LLP as the independent registered public accounting firm for fiscal 2027, with 14,811,160 votes for (99.45%), 81,396 votes against (0.54%), and 2,708 abstentions, and no broker non-votes.

What Board and committee changes did CSW (CSW) disclose following the 2026 Annual Meeting?

CSW disclosed that director J. Kent Sweezey retired from the Board at the conclusion of the 2026 Annual Meeting under the company’s mandatory retirement age. The Board appointed Darron K. Ash as Chair of the Compensation and Talent Development Committee, succeeding Mr. Sweezey.

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Available on EDGAR 08/31/2026 - 04:19 PM Accepted by SEC EDGAR 08/31/2026 - 04:18 PM Learn about SEC filing dates

0001624794FALSE00016247942026-08-272026-08-27

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): August 27, 2026

CSW INDUSTRIALS, INC.

(Exact name of registrant as specified in charter)

 

Delaware

001-37454

47-2266942

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5420 Lyndon B. Johnson Freeway, Suite 500

Dallas, Texas 75240

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 884-3777

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

CSW

New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined by 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 August 27, 2026, CSW Industrials, Inc., a Delaware corporation (the "Company") held its 2026 Annual Meeting of Shareholders (the “Meeting”). At the Meeting, the number of shares present was 14,895,264, representing 91.40% of the 16,296,266 shares issued and outstanding that were entitled to vote on July 8, 2026, the record date for the Meeting.

Three items of business were submitted to shareholders at the Meeting. The voting results for each proposal are set forth below. Percentages shown are calculated in accordance with the methodology for counting votes for each proposal as described in the proxy statement related to the Meeting.

1.Election of Directors. The director nominees listed below were duly elected at the Meeting for a one-year term expiring in 2027 pursuant to the following votes:

Nominee			Votes For			Votes Withheld			Broker Non-Votes
Joseph B. Armes			13,901,276 (98.73%)			179,043 (1.27%)			814,945
Darron K. Ash			14,046,281 (99.76%)			34,038 (0.24%)			814,945
Michael R. Gambrell			13,340,155 (94.74%)			740,164 (5.26%)			814,945
Bobby Griffin			13,361,716 (96.81%)			448,603 (3.19%)			814,945
Terry L. Johnston			13,717,350 (97.42%)			362,969 (2.58%)			814,945
Linda A. Livingstone			13,599,845 (96.59%)			480,474 (3.41%)			814,945
Anne B. Motsenbocker			14,051,769 (99.80%)			28,550 (0.20%)			814,945

2.Advisory Vote on Executive Compensation. The proposal for approval, on an advisory basis, of the compensation of the Company’s named executive officers received the following votes:

Votes FOR:			13,611,391 (96.76%)
Votes AGAINST:			454,538 (3.23%)
Votes ABSTAINED:			14,390
Broker Non-Votes:			814,945

3.Ratification of Independent Registered Public Accounting Firm. Grant Thornton LLP was ratified to serve as the Company’s independent registered public accounting firm for fiscal 2027 pursuant to the following votes:

Votes FOR:			14,811,160 (99.45%)
Votes AGAINST:			81,396 (0.54%)
Votes ABSTAINED:			2,708
Broker Non-Votes:			0

No other matters were voted on at the Meeting.

Item 8.01 Other Events.

As previously disclosed by the Company, J. Kent Sweezey retired from the Company's Board of Directors (the "Board") at the conclusion of the Meeting, having reached the mandatory retirement age for Board members under the Company's Corporate Governance Guidelines. In connection with Mr. Sweezey's retirement, on August 27, 2026, the Board appointed Darron K. Ash to serve as Chair of the Compensation and Talent Development Committee of the Board, succeeding Mr. Sweezey.

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.

Dated: August 31, 2026

 

By:						/s/ Luke E. Alverson
Name:						Luke E. Alverson
Title:						Senior Vice President, General Counsel & Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB