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  4. [8-K] FOSTER L B CO Reports Material Event

L.B. Foster (FSTR) investors back board, auditor and 2025 pay package

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

L.B. Foster Company reported the results of its Annual Meeting of Shareholders held on May 21, 2026. Shareholders elected six directors, including Raymond T. Betler and John F. Kasel, each receiving over 7.35 million votes for, with relatively low withheld votes and 1,229,731 broker non-votes for each nominee.

Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for 2026 with 8,765,684 votes for and 40,462 against. They also gave advisory approval to 2025 executive compensation, with 7,556,424 votes for, 16,545 against, 10,479 abstentions, and 1,229,731 broker non-votes.

Positive

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Negative

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for director Betler 7,543,045 votes Election of Raymond T. Betler as director at 2026 annual meeting
Votes for director Kasel 7,560,634 votes Election of John F. Kasel as director at 2026 annual meeting
Auditor ratification votes for 8,765,684 votes Ratification of Ernst & Young LLP for 2026
Auditor ratification votes against 40,462 votes Ratification of Ernst & Young LLP for 2026
Say-on-pay votes for 7,556,424 votes Advisory approval of 2025 executive compensation
Say-on-pay votes against 16,545 votes Advisory approval of 2025 executive compensation
Broker non-votes on director elections 1,229,731 votes Each director election at 2026 annual meeting
broker non-votes financial
"Name | Votes For | Votes Withheld | Broker Non-votes"
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.
independent registered public accounting firm financial
"Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026"
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.
advisory approval financial
"Advisory approval of the compensation paid to the Company’s named executive officers in 2025"
named executive officers financial
"compensation paid to the Company’s named executive officers in 2025"
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.
inline XBRL technical
"Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
0000352825FALSE00003528252026-05-212026-05-21

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) May 21, 2026
L.B. Foster Company
(Exact name of registrant as specified in its charter)
Pennsylvania000-1043625-1324733
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
415 Holiday Drive, Suite 100,15220
Pittsburgh,Pennsylvania(Zip Code)
(Address of principal executive offices)

(412) 928-3400
(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 (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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.01FSTRNasdaq Global Select Market

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.

At the L.B. Foster Company (the "Company") Annual Meeting of Shareholders held on May 21, 2026 (the "Annual Meeting"), the Company’s shareholders considered three proposals, each of which is described in the Company’s definitive proxy statement filed with the SEC on April 10, 2026. Results of voting with respect to the proposals submitted at the Annual Meeting are set forth below.

Proposal 1: Election of Directors:

NameVotes ForVotes WithheldBroker Non-votes
Raymond T. Betler7,543,04540,4031,229,731
John F. Kasel7,560,63422,8141,229,731
John E. Kunz7,560,54222,9061,229,731
David J. Meyer7,357,091226,3571,229,731
Diane B. Owen7,409,340174,1081,229,731
Bruce E. Thompson7,354,573228,8751,229,731

As a result of the shareholder vote, all of the foregoing nominees were elected to serve until the next annual meeting of shareholders.

Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026:

Votes ForVotes AgainstAbstentionsBroker Non-votes
8,765,68440,4627,033—

The foregoing proposal was approved.

Proposal 3: Advisory approval of the compensation paid to the Company’s named executive officers in 2025:

Votes ForVotes AgainstAbstentionsBroker Non-vote
7,556,42416,54510,4791,229,731

The foregoing proposal was approved.

No other matters or proposals were voted on at the Annual Meeting.

Item 9.01     Financial Statements and Exhibits

(d)    Exhibits

See Exhibit Index below.

Exhibit Index
Exhibit NumberDescription
*104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


*Exhibits marked with an asterisk are filed herewith.


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.

L.B. FOSTER COMPANY
(Registrant)
Date:May 22, 2026/s/ Patrick J. Guinee
Patrick J. Guinee
Executive Vice President,
General Counsel, and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did L.B. Foster (FSTR) shareholders decide at the 2026 annual meeting?

Shareholders approved all three proposals at the 2026 annual meeting. They elected six directors, ratified Ernst & Young LLP as auditor for 2026, and gave advisory approval to 2025 executive compensation, confirming the company’s recommended governance items.

Were L.B. Foster (FSTR) director nominees elected at the 2026 annual meeting?

Yes, all six director nominees were elected. Each nominee, including Raymond T. Betler and John F. Kasel, received more than 7.35 million votes for, with relatively low withheld votes and 1,229,731 broker non-votes recorded for each director position.

Did L.B. Foster (FSTR) shareholders ratify Ernst & Young as auditor for 2026?

Yes, shareholders ratified Ernst & Young LLP as independent registered public accounting firm for 2026. The proposal received 8,765,684 votes for, 40,462 votes against, and 7,033 abstentions, with no broker non-votes reported on this item.

How did L.B. Foster (FSTR) shareholders vote on 2025 executive compensation?

Shareholders gave advisory approval to 2025 executive compensation. The say-on-pay vote recorded 7,556,424 votes for, 16,545 votes against, 10,479 abstentions, and 1,229,731 broker non-votes, indicating support for the compensation paid to named executive officers in 2025.

Were there any other matters voted on at L.B. Foster’s 2026 annual meeting?

No, shareholders only considered three proposals at the 2026 annual meeting. These were the election of six directors, ratification of Ernst & Young LLP as auditor for 2026, and advisory approval of 2025 executive compensation; no additional matters were submitted for a vote.

Filing Exhibits & Attachments

3 documents

Other Documents