false
0000764401
0000764401
2026-02-10
2026-02-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 10, 2026
Insteel Industries Inc.
(Exact Name of Registrant as Specified in Charter)
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North Carolina
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1-9929
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56-0674867
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1373 Boggs Drive
Mount Airy, North Carolina 27030
(Address of Principal Executive Offices, and Zip Code)
(336) 786-2141
Registrant’s Telephone Number, Including Area Code
(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):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock (No Par Value)
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IIIN
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The New York Stock Exchange
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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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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
Insteel Industries Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on February 10, 2026. Set forth below is a brief description of each item submitted to a vote of the shareholders at the Annual Meeting and the final voting results for each item. A more complete description of each item is set forth in the Company’s proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on January 2, 2026.
Item Number One – Election of Directors
Each of the three nominees named in the proxy statement for the Annual Meeting were elected by the shareholders to the Board based on the following vote:
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Nominee
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Votes For
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Votes Withheld
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Broker
Non-Votes
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Abney S. Boxley II
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13,497,372
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2,875,707
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1,638,505
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Anne H. Lloyd
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16,265,341
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107,738
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1,638,505
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Eric J. Zernikow
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16,046,529
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326,550
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1,638,505
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Directors Boxley and Lloyd were elected to three-year terms ending at the 2029 Annual Meeting of Shareholders. Director Zernikow was elected for a one-year term ending at the 2027 Annual Meeting of Shareholders.
Item Number Two – Advisory Vote on the Compensation of the Company’s Executive Officers
The compensation of the Company’s executive officers was approved, on an advisory basis, by the shareholders based on the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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15,758,514
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493,414
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121,151
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1,638,505
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Item Number Three – Ratification of the Appointment of Grant Thornton LLP
The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending October 3, 2026 was ratified by the shareholders based on the following vote:
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Votes For
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Votes Against
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Abstentions
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17,661,421
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231,854
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118,309
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Item 9.01. Financial Statements and Exhibits
Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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 thereunto duly authorized.
INSTEEL INDUSTRIES INC.
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By:
Name:
Title:
Date:
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/s/ Elizabeth C. Southern
Elizabeth C. Southern
Vice President Administration, Secretary and Chief Legal Officer
February 11, 2026
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