FRD Annual Meeting: Seven Directors Re-elected; Governance Vote Fails

Rhea-AI Filing Summary

Friedman Industries, Incorporated held its Annual Meeting of Shareholders on September 18, 2025. Shareholders elected the seven board nominees — Michael J. Taylor, Michael Hanson, Max Reichenthal, Sandy Scott, Tim Stevenson, Sharon Taylor and Joe L. Williams — to serve until the next annual meeting or until their successors qualify. The shareholders also cast non-binding advisory votes on executive compensation and on the frequency of that advisory vote, and they ratified the selection of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026.

Shareholders considered two corporate governance actions: an amendment to the Articles of Incorporation to allow shareholders to amend the Bylaws, which was not approved because affirmative votes fell short of the required two-thirds of outstanding shares entitled to vote, and the Company’s 2025 Long-Term Incentive Plan, which shareholders approved. The filing lists vote categories but does not disclose the numerical vote totals in the provided text.

Positive

• All seven board nominees were elected, preserving management continuity
• 2025 Long-Term Incentive Plan was approved, enabling multi-year executive incentives
• Baker Tilly US, LLP was ratified as the independent registered public accounting firm for the fiscal year ending March 31, 2026

Negative

• Article amendment to allow shareholders to amend Bylaws failed because affirmative votes were less than the required two-thirds
• Vote totals are not disclosed in the provided text, limiting transparency on shareholder sentiment for advisory items

Insights

Corporate Governance Analyst

Board continuity maintained; a governance amendment failed to reach a supermajority.

The election of all seven board nominees preserves existing management oversight and strategic continuity through the next annual meeting. Retaining the full slate typically reduces near-term governance uncertainty for stakeholders.

The proposed Articles amendment to permit shareholder ability to amend Bylaws was not approved because affirmative votes were below the required 66.67% threshold, which maintains the status quo on where amendment authority resides and may signal limited shareholder appetite for shifting governance control in the near term; monitor any follow-up proposals at the next annual meeting.

Compensation & Accounting Analyst

Advisory compensation vote and LTIP approval affect executive pay framework.

The non-binding advisory vote on Named Executive Officer compensation was presented and shareholders also selected a preferred frequency for that advisory vote; the filing records those votes but omits numeric results. Separately, shareholders approved the 2025 Long-Term Incentive Plan, which establishes the company’s multi-year equity/incentive framework.

Approval of the LTIP and the ratification of Baker Tilly US, LLP as auditor shape compensation expense and audit oversight for fiscal year ending March 31, 2026; investors should review the proxy for plan size and award mechanics when available.

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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): September 18, 2025

Friedman Industries, Incorporated

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction  of incorporation)	1-07521 (Commission File Number)	74-1504405 (IRS Employer Identification No.)
1121 Judson Rd., Suite 124 Longview, Texas (Address of principal executive offices)	(903) 758-3431 (Registrant’s telephone number, including area code)	75601 (Zip Code)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1 Par Value	FRD	Nasdaq Global Select Market

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))

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.         ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 18, 2025, Friedman Industries, Incorporated (the “Company”) held its Annual Meeting of Shareholders. At the meeting, the shareholders voted on the election of seven directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified. The seven nominees of the Board of Directors of the Company were elected at the meeting. The number of shares voted for and withheld with respect to each of the nominees were as follows:

Nominee		Shares Voted For				Shares Withheld
Michael J. Taylor			3,440,748				65,611
Michael Hanson			3,457,262				49,097
Max Reichenthal			3,381,135				125,224
Sandy Scott			2,920,869				585,490
Tim Stevenson			3,383,604				122,755
Sharon Taylor			3,407,399				98,960
Joe L. Williams			3,096,330				410,029

The shareholders also voted on the following non-binding, advisory resolution regarding the compensation of the Company’s executive officers: “Resolved, that the shareholders approve the compensation of the Company’s Named Executive Officers as disclosed in the Company’s 2025 proxy statement pursuant to the disclosure rules of the U.S. Securities and Exchange Commission (which disclosure includes the Summary Compensation Table and related discussion).” The number of shares that were voted for, voted against or abstained from voting on the approval of the non-binding, advisory resolution regarding the compensation of the Company’s executive officers are as follows:

		Shares
For			3,363,395
Against			82,140
Abstain			60,822

The shareholders also voted on the frequency of the advisory vote of the compensation of the Company’s executive officers. The number of the shares that were voted for a frequency of 1 year, voted for a frequency of 2 years, voted for a frequence of 3 years or abstained from voting on the frequency of the advisory vote of the compensation of the Company’s executive officers are as follows:

		Shares
1 Year			2,960,270
2 Years			9,443
3 Years			529,211
Abstain			8,526

The shareholders also voted to ratify the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The number of shares that were voted for, voted against or abstained from voting on the ratification of the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026 are as follows:

		Shares
For			5,140,194
Against			69,423
Abstain			5,183

The shareholders also voted on an amendment to the Company’s Articles of Incorporation to allow shareholders the ability to amend the Company’s Bylaws. The amendment to the Company’s Articles of Incorporation was not approved because the affirmative votes received were less than two-thirds of the Company’s outstanding shares entitled to vote at the meeting.

The number of the shares of Common Stock represented at the meeting that were voted for, voted against, or abstained from voting on the amendment to the Company’s Articles of Incorporation to allow shareholders the ability to amend the Company’s Bylaws are set forth below:

		Shares
For			3,418,330
Against			81,346
Abstain			6,683

The shareholders also voted to approve the Company’s 2025 Long-Term Incentive Plan. The number of the shares of Common Stock represented at the meeting that were voted for, voted against, or abstained from voting on the approval of the Company’s 2025 Long-Term Incentive Plan are set forth below:

		Shares
For			3,347,167
Against			142,507
Abstain			15,590

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.

Date:         September 23, 2025

	FRIEDMAN INDUSTRIES, INCORPORATED
	By:	/s/ Alex LaRue
		Alex LaRue
		Chief Financial Officer - Secretary and Treasurer

FAQ

Who was elected to the board at Friedman Industries (FRD) on September 18, 2025?

Shareholders elected Michael J. Taylor, Michael Hanson, Max Reichenthal, Sandy Scott, Tim Stevenson, Sharon Taylor and Joe L. Williams.

Was Friedman Industries' (FRD) 2025 Long-Term Incentive Plan approved?

Yes. The shareholders approved the 2025 Long-Term Incentive Plan at the annual meeting.

Did Friedman Industries (FRD) change its auditor for fiscal 2026?

Shareholders ratified Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026.

Did shareholders approve an amendment to allow shareholders to amend the Bylaws?

No. The amendment to the Articles of Incorporation to allow shareholders to amend the Bylaws was not approved because affirmative votes were less than the required two-thirds of outstanding voting shares.

Were vote counts reported in the filing for each matter?

The filing lists vote categories (for, against, abstain) but the provided text does not disclose the numeric vote totals.