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Fastenal (NASDAQ: FAST) details compensation for incoming CEO and director

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Fastenal Company detailed governance and compensation actions tied to its planned CEO transition. Jeffery M. Watts, currently President and Chief Sales Officer, will become President and Chief Executive Officer and join the board as a director effective July 16, 2026, succeeding Daniel L. Florness. He will serve on the board until the next annual shareholder meeting and receive an annual cash retainer of $50,000 for his employee-director service, prorated from the transition date.

The compensation committee approved a new CEO pay package effective the same date. Watts will receive an annual base salary of $650,000, prorated for 2026, target quarterly cash incentives equal to 1.75% of the amount by which company-wide pre-tax income exceeds the prior-year quarter level, and supplemental quarterly incentives under the ROA Assets Program. He will receive no additional equity incentive awards in 2026 and will be eligible for equity awards commensurate with the CEO role in 2027.

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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.
CEO base salary $650,000 Annual base salary for Jeffery M. Watts as President and CEO, prorated from the CEO Transition Date in 2026
Director cash retainer $50,000 Annual cash retainer for Jeffery M. Watts as an employee director, prorated from July 16, 2026
Quarterly incentive percentage 1.75% Target quarterly cash incentive based on the amount by which company-wide pre-tax income exceeds the prior-year quarter level
CEO Transition Date financial
"effective July 16, 2026 (the "CEO Transition Date"), and second,"
ROA Assets Program financial
"target supplemental quarterly cash incentive awards consistent with the ROA Assets Program approved"
pre-tax income financial
"1.75% of the amount by which Company-wide quarterly pre-tax income exceeds 100%"
Pre-tax income is the amount a company earns after subtracting all costs and expenses but before paying income taxes. Think of it like your paycheck before tax withholding: it shows the business’s underlying profit power without the distorting effect of different tax rates or one-time tax events. Investors use it to compare operating performance across companies and to gauge profitability and trends before tax policy or timing alters the bottom line.
Regulation S-K regulatory
"disclosed under Item 404(a) of Regulation S-K promulgated by the Securities"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What leadership changes did Fastenal (FAST) report for Jeffery M. Watts?

Fastenal reported that Jeffery M. Watts, currently President and Chief Sales Officer, will become President and Chief Executive Officer and join the board as a director effective July 16, 2026, succeeding Daniel L. Florness as part of a previously announced CEO transition.

When will Jeffery M. Watts become CEO of Fastenal (FAST)?

Jeffery M. Watts will assume the role of President and Chief Executive Officer on July 16, 2026, the defined CEO Transition Date. His board directorship also becomes effective that day, when he succeeds Daniel L. Florness and serves until the next annual shareholder meeting.

What is the new base salary for Fastenal (FAST) CEO Jeffery M. Watts?

Under his new arrangement, Jeffery M. Watts will receive an annual base salary of $650,000, prorated from the CEO Transition Date through year-end 2026. This salary reflects his promotion from President and Chief Sales Officer to President and Chief Executive Officer.

How is Jeffery M. Watts’ incentive compensation structured at Fastenal (FAST)?

Watts will receive target quarterly cash incentives equal to 1.75% of the amount by which company-wide pre-tax income exceeds the same quarter’s prior-year level. He will also receive supplemental quarterly cash incentives under the ROA Assets Program approved by the compensation committee.

Will Fastenal (FAST) grant Jeffery M. Watts equity awards in 2026?

Fastenal stated that no additional equity incentive awards will be granted to Jeffery M. Watts in 2026 in connection with his promotion. He will, however, be eligible for equity incentive awards commensurate with the CEO position beginning in 2027.

What director compensation will Jeffery M. Watts receive at Fastenal (FAST)?

For his role as an employee director, Jeffery M. Watts will receive an annual cash retainer of $50,000, prorated for the portion of the year he serves on the board after the CEO Transition Date. Payments will follow Fastenal’s standard director compensation practices.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 19, 2025
FASTENAL COMPANY
(Exact name of registrant as specified in its charter)
Minnesota0-1612541-0948415
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer Identification No.)
2001 Theurer Boulevard, Winona, Minnesota
55987-1500
      (Address of principal executive offices) (Zip Code)
(507) 454-5374
 (Registrant's telephone number, including area code)
        
Not Applicable
(Former name or former address, if changed since last report)
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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $.01 per shareFASTThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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.



Explanatory Note
Fastenal Company (the "Company" or "Fastenal") is filing this Amendment No. 1 to the Current Report on Form 8-K filed by the Company on December 22, 2025. This amendment reports two actions taken by the Company’s Board of Directors (the "Board") and the Compensation Committee of the Board (the "Compensation Committee"): first, the Board appointed Jeffery M. Watts as a director of the Company in connection with his previously announced appointment to the role of President and Chief Executive Officer ("CEO"), effective July 16, 2026 (the "CEO Transition Date"), and second, the Compensation Committee approved new compensation for Mr. Watts associated with his transition from President and Chief Sales Officer to President and CEO, effective as of the CEO Transition Date.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
As previously reported, on December 19, 2025, the Board appointed Mr. Watts, Fastenal's President and Chief Sales Officer, as Fastenal's President and CEO, effective as of the CEO Transition Date.
On July 10, 2026, the Board elected Mr. Watts as a director of the Company to succeed Daniel L. Florness, effective as of the CEO Transition Date. Mr. Watts was elected to serve as a director until the Company's next annual meeting of shareholders or until his successor is duly elected and qualified. In connection with his director role, Mr. Watts will receive an annual cash retainer of $50,000 for his service as an employee director of the Company, such retainer to be prorated for the portion of the year during which Mr. Watts serves on the Board following the CEO Transition Date, and to be paid in accordance with the Company's standard director compensation practices.
There are no arrangements or understandings between Mr. Watts and any other person or persons pursuant to which he was selected as a director of the Company. There are no current or proposed transactions in which Mr. Watts, or any member of his immediate family, has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Compensatory Arrangements of New President and Chief Executive Officer
On July 9, 2026, the Compensation Committee approved a new compensation package for Mr. Watts associated with his promotion to President and CEO, effective as of the CEO Transition Date. Under his new compensation arrangement, Mr. Watts will receive:
an annual base salary of $650,000, prorated from the CEO Transition Date through the end of 2026;
target quarterly cash incentive awards of 1.75% of the amount by which Company-wide quarterly pre-tax income exceeds 100% of Company-wide pre-tax income for the same quarter of the previous year;
target supplemental quarterly cash incentive awards consistent with the ROA Assets Program approved by the Compensation Committee on November 21, 2025; and
no additional equity incentive awards will be granted to Mr. Watts in 2026, but he will be eligible for equity incentive awards commensurate with this position in 2027.



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.
  Fastenal Company
(Registrant)
July 16, 2026By:/s/   SHERYL A. LISOWSKI
(Date)Sheryl A. Lisowski
Executive Vice President - Chief Accounting Officer and Treasurer


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