Strong support at ESCO Technologies (NYSE: ESE) 2026 meeting for pay, plan and auditor

Rhea-AI Filing Summary

ESCO Technologies Inc. reported the results of its 2026 Annual Meeting of stockholders and noted it is releasing fiscal 2026 first-quarter results via a separate press release and webcast. A total of 24,259,347 shares, or about 93.8% of outstanding shares, were represented at the meeting.

Stockholders elected three directors—Patrick M. Dewar, Vinod M. Khilnani, and Robert J. Phillippy—to terms expiring at the 2029 Annual Meeting, each receiving at least 87.4% of votes from shares represented. Stockholders approved, on an advisory basis, executive compensation with 23,188,942 votes "For" (98.3% of shares represented on the proposal).

They also approved an amendment to the Employee Stock Purchase Plan with 23,349,287 votes "For" (99.0% of shares represented on the proposal) and ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for fiscal 2026 with 24,209,102 votes "For" (99.8% of shares represented on the proposal).

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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): January 30, 2026

ESCO TECHNOLOGIES INC.

 (Exact Name of Registrant as Specified in Charter)

Missouri	1-10596	43-1554045
(State or Other	(Commission	(I.R.S. Employer
Jurisdiction of Incorporation)	File Number)	Identification No.)

645 Maryville Centre Drive, Suite 300, St. Louis, Missouri	63141-5855
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 314-213-7200

Securities registered pursuant to section 12(b) of the Act:

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

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 240.113d-4 (c))

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 2.02 Results of Operations and Financial Condition

Today, February 5, 2026, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2026 Annual Meeting of the Registrant’s stockholders was held on January 30, 2026. Each of the 25,874,368 shares of common stock entitled to vote at the meeting was entitled to one vote on each matter voted on at the meeting. The affirmative vote of a majority of the shares represented in person or by proxy at the meeting was required to elect each director and to approve each of the other proposals considered at the meeting. The vote totals below are rounded down to the nearest whole share, and Broker Non-Votes are not considered to be entitled to vote on the matter in question and are therefore not counted in determining the number of votes required for approval.

At the meeting, there were 24,259,347 shares represented and entitled to vote on one or more matters at the meeting, or approximately 93.8% of the outstanding shares. The voting on each of the proposals was as follows:

Proposal 1 – Election of Directors (for terms expiring at the 2029 Annual Meeting):

Nominee		“For”		“Withhold”		Broker Non-Votes		Percent of Shares Represented and Entitled to Vote on the Nominee Voting “For”		Percent of all Outstanding Shares Voting “For”
Patrick M. Dewar		22,753,584		840,225		665,538		96.4%		87.9%
Vinod M. Khilnani		22,799,411		794,398		665,538		96.6%		88.1%
Robert J. Phillippy		20,609,699		2,984,110		665,538		87.4%		79.7%

Because each nominee received a majority of the shares represented at the meeting and entitled to vote on the nominee, all of the nominees were duly elected.

Proposal 2 – Advisory vote on the resolution to approve the compensation of the Registrant’s executive officers (“Say on Pay”):

“For”		“Against”		“Abstain”		Broker Non-Votes		Percent of Shares Represented and Entitled to Vote on the Proposal Voting “For”		Percent of all Outstanding Shares Voting “For”
23,188,942		383,828		21,038		665,538		98.3%		89.6%

Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.

Proposal 3 – Amendment to the Company’s Employee Stock Purchase plan as described in the Proxy Statement for the Meeting and attached hereto as Exhibit 10.1:

“For”		“Against”		“Abstain”		Broker Non-Votes		Percent of Shares Represented and Entitled to Vote on the Proposal Voting “For”		Percent of all Outstanding Shares Voting “For”
23,349,287		238,306		6,215		665,538		99.0%		90.2%

Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.

Proposal 4 – Ratification of the Registrant’s appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the 2026 fiscal year:

“For”		“Against”		“Abstain”		Broker Non-Votes		Percent of Shares Represented and Entitled to Vote on the Proposal Voting “For”		Percent of all Outstanding Shares Voting “For”
24,209,102		33,967		16,278		0		99.8%		93.6%

Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.

Item 7.01 Regulation FD Disclosure

Today, February 5, 2026, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results, and the Registrant will conduct a related webcast conference call today at 4:00 p.m. Central Time. The press release will be posted on the Registrant’s investor website (https://investor.escotechnologies.com), although the Registrant reserves the right to discontinue that availability at any time. The conference call webcast may also be accessed through the Registrant’s investor website, and a slide presentation will be utilized during the call and will be posted on the website prior to the call. For those unable to participate, a webcast replay will be available after the call on the website, although the Registrant reserves the right to discontinue that availability at any time.

Item 9.01 Financial Statements and Exhibits

(d)       Exhibits

	Exhibit No.	Description of Exhibit
	10.1	Twelfth Amendment and Restatement of the ESCO Technologies Inc. Employee Stock Purchase Plan, marked to show changes approved at the 2026 Annual Meeting

99.1 Press Release dated February 5, 2026

104 Cover Page Inline Interactive Data File

Other Matters

The information in this report furnished pursuant to Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act.

References to the Registrant’s website address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its website. Information contained on the Registrant’s website does not constitute part of this Form 8-K or the press release.

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.

Date: February 5, 2026
	ESCO TECHNOLOGIES INC.
	By:	/s/ David M. Schatz
		David M. Schatz
		Senior Vice President, General Counsel and Secretary

FAQ

What did ESCO Technologies (ESE) report in its latest 8-K filing?

ESCO Technologies reported 2026 Annual Meeting voting results and an earnings communication update. Stockholders elected three directors, approved executive compensation, amended the Employee Stock Purchase Plan, ratified Grant Thornton LLP as auditor, and the company announced a separate press release and webcast for fiscal 2026 first-quarter results.

How many ESCO Technologies (ESE) shares were represented at the 2026 Annual Meeting?

24,259,347 shares were represented at the meeting, about 93.8% of outstanding shares. Each of the 25,874,368 shares entitled to vote carried one vote. This high participation level provided strong backing for the director elections and other proposals presented to stockholders.

Were ESCO Technologies (ESE) directors re-elected at the 2026 Annual Meeting?

Yes, three directors were elected for terms expiring at the 2029 Annual Meeting. Patrick M. Dewar, Vinod M. Khilnani, and Robert J. Phillippy each received a majority of votes cast, with support ranging from 87.4% to 96.6% of shares represented and entitled to vote.

How did ESCO Technologies (ESE) stockholders vote on Say-on-Pay in 2026?

Stockholders strongly approved ESCO Technologies’ executive compensation in the advisory Say-on-Pay vote. The proposal received 23,188,942 votes "For", 383,828 "Against", and 21,038 "Abstain", meaning 98.3% of shares represented on the proposal voted in favor, or 89.6% of all outstanding shares.

What change was approved to ESCO Technologies’ Employee Stock Purchase Plan?

Stockholders approved an amendment to the Employee Stock Purchase Plan. The amendment, detailed in the proxy statement and filed as Exhibit 10.1, received 23,349,287 votes "For", 238,306 "Against", and 6,215 "Abstain", representing 99.0% of shares represented on the proposal and 90.2% of outstanding shares.

Who is ESCO Technologies’ independent auditor for fiscal 2026 and how was it ratified?

Grant Thornton LLP was ratified as ESCO Technologies’ independent registered public accounting firm for fiscal 2026. Stockholders cast 24,209,102 votes "For", 33,967 "Against", and 16,278 "Abstain", so 99.8% of shares represented on the proposal supported the ratification, with no broker non-votes.

How is ESCO Technologies (ESE) sharing its fiscal 2026 first-quarter results?

ESCO Technologies is releasing fiscal 2026 first-quarter results via a press release and webcast. On February 5, 2026, it issued a press release (Exhibit 99.1) and scheduled a related webcast conference call at 4:00 p.m. Central Time, accessible through its investor website with replay availability.