Lindsay to nominate Marvin E. Washington as director
If shareholders approve, board declassification would phase in from fiscal 2028, with all directors on one-year terms beginning in fiscal 2030.
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Rhea-AI Filing Summary
Lindsay Corporation entered a cooperation agreement with Vision One under which it agreed to nominate Marvin E. Washington as an independent director candidate for election at the fiscal 2027 annual meeting. If he is elected, the company agreed, subject to conditions, to appoint him to the Audit Committee and maintain his membership until the agreement’s termination.
Lindsay will submit binding proposals to declassify the Board for stockholder approval at the fiscal 2027 meeting. If approved, the change would begin with the fiscal 2028 meeting, with all directors elected for one-year terms beginning at the fiscal 2030 meeting. Until termination, the Board may not exceed nine directors, and Vision One agreed to voting and standstill provisions, including a limit on acquiring beneficial ownership of more than 4.9% of outstanding common shares.
Filing Explained
Vision One’s voting and replacement rights are constrained by the agreement, while Lindsay’s nominee still requires election.
On
Until termination, Vision One must generally vote shares it beneficially owns or controls in line with the Board’s recommendations, but it may instead follow a proxy-adviser recommendation that differs from the Board’s on matters other than director elections, removals, or replacements, or vote at its discretion on extraordinary transactions. If Vision One meets the agreement’s minimum ownership threshold, it also has conditional replacement rights concerning Washington, subject to qualifications and other conditions.
The agreement’s voting, standstill, and replacement provisions end on the earlier of 30 days before the deadline for director nominations for the
8-K Event Classification
Key Figures
Key Terms
standstill provisions regulatory
Minimum Ownership Threshold technical
Extraordinary Transactions technical
declassify the Board technical
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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
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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 (§ 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 1.01 Entry into a Material Definitive Agreement.
On November 4, 2026, Lindsay Corporation, a Delaware corporation (the “Company”), entered into a cooperation agreement (the “Cooperation Agreement”) with Vision One Fund, LP, Vision One Management Partners, LP, Vision One Fund Partners, LP, Vision One Management Partners Holdings, LP, Vision One Management Partners GP, LLC, Vision One Onshore Fund, LP and Vision One Offshore Fund, LP (collectively with their Affiliates (as defined in the Cooperation Agreement), “Vision One”).
Pursuant to the Cooperation Agreement, the Company has agreed to (i) take all necessary actions to nominate Marvin E. Washington (the “New Director”) as a candidate for election as an independent director to the Company’s board of directors (the “Board”) at the Company’s fiscal 2027 annual meeting of stockholders (the “Fiscal 2027 Annual Meeting”) for a term expiring at the Company’s fiscal 2030 annual meeting of stockholders (the “Fiscal 2030 Annual Meeting”); (ii) recommend and solicit proxies in favor of the New Director’s election at the Fiscal 2027 Annual Meeting; and (iii) following the New Director’s election to the Board, take all necessary actions to appoint the New Director to the Board’s Audit Committee and to maintain his membership until the Termination Date (as defined below), subject to certain conditions. From the date of the Cooperation Agreement until the Termination Date, the size of the Board shall not exceed nine directors.
Until the Termination Date, if Vision One satisfies the Minimum Ownership Threshold (as defined in the Cooperation Agreement), Vision One will have replacement rights with respect to the New Director, which will be subject to certain qualifications and other conditions as further described in the Cooperation Agreement.
In connection with the Cooperation Agreement, the Company has agreed to submit binding proposals for stockholder approval at the Fiscal 2027 Annual Meeting to declassify the Board, such that, if the proposals are approved by stockholders at the Fiscal 2027 Annual Meeting, (i) the directors elected at the Company’s fiscal 2028 annual meeting of stockholders (the “Fiscal 2028 Annual Meeting”) would be elected with a term expiring at the Company’s fiscal 2029 annual meeting of stockholders, (ii) at each subsequent annual meeting of stockholders of the Company, the Company’s directors shall be elected for one-year terms as their respective terms expire and (iii) all directors will be elected for one-year terms beginning at the Fiscal 2030 Annual Meeting.
Pursuant to the Cooperation Agreement, Vision One has irrevocably withdrawn its notice of stockholder proposals and director nominations, dated October 5, 2026, and has agreed to cease all solicitation activities in respect of the Fiscal 2027 Annual Meeting.
Until the Termination Date, Vision One has agreed to vote all shares of Common Stock beneficially owned by it or over which Vision One has voting power at all meetings of the Company’s stockholders in accordance with the Board’s recommendations, except that Vision One (i) may vote in accordance with the recommendation of Institutional Shareholder Services Inc. or Glass, Lewis & Co., LLC if either of them recommends differently from the Board (other than on proposals with respect to the election, removal or replacement of directors) and (ii) may vote in its discretion on Extraordinary Transactions (as defined in the Cooperation Agreement).
Vision One has also agreed to certain customary standstill provisions prohibiting it from, among other things, (i) soliciting proxies; (ii) acquiring, in the aggregate, beneficial ownership of more than 4.9% of the outstanding shares of Common Stock; (iii) making public announcements or encouraging any person with respect to changes in the Company’s management or the direction of certain Company matters; and (iv) exercising certain stockholder rights; in each case as further described in the Cooperation Agreement. Until the Termination Date, the Company and Vision One have also agreed to certain mutual non-disparagement provisions.
The Cooperation Agreement will terminate on the date that is the earlier of (i) thirty calendar days prior to the deadline for the submission of stockholder notice of director nominations for the Fiscal 2028 Annual Meeting and (ii) one hundred twenty calendar days prior to the one-year anniversary of the date of the Fiscal 2027 Annual Meeting (the “Termination Date”).
A copy of the Cooperation Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Cooperation Agreement does not purport to be complete and is qualified by reference to such exhibit.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the Cooperation Agreement is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being “furnished” and, as such, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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Cooperation Agreement, dated November 4, 2026, by and between the Company and Vision One. |
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Press Release, dated November 5, 2026, issued by the Company. |
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Cover Page Interactive Data File (embedded within the 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 hereunto duly authorized.
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LINDSAY CORPORATION |
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November 5, 2026 |
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/s/ Randy A. Wood |
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Randy A. Wood, President and Chief Executive Officer |
Exhibit 99.1
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18135 BURKE ST. OMAHA, NE 68022 TEL: 402-829-6800 FAX: 402-829-6836 |
Lindsay Corporation Announces Intention to Nominate Marvin Washington to Board of Directors at 2027 Annual Meeting
OMAHA, Neb., November 5, 2026—Lindsay Corporation (NYSE: LNN) (“Lindsay” or the “Company”), a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology, today announced its intent to nominate Marvin E. Washington for election as an independent director to Lindsay’s Board of Directors (the “Board”) at the Company’s Fiscal 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”).
Mr. Washington will be the third new independent director to join the Board since 2022. Upon his election, the Board will expand to nine directors, eight of whom will be independent, and Mr. Washington is expected to join the Board’s Audit Committee.
Lindsay’s Chairman, Robert Brunner, remarked, “We look forward to welcoming Marvin to the Board and benefiting from his significant experience in audit, risk and cybersecurity oversight. We believe Marvin’s skill sets will be additive as management and the Board continue to execute on the Company’s strategy and drive long-term value for stockholders amid a dynamic macroeconomic environment.”
In connection with Mr. Washington’s nomination, Lindsay has entered into a cooperation agreement with Vision One Fund, LP (collectively with its affiliates, “Vision One”). Under the cooperation agreement, Vision One has agreed to customary standstill, voting and other provisions.
Pursuant to the cooperation agreement, Lindsay has also determined to propose amendments to its organizational documents to declassify the Board. At the 2027 Annual Meeting, Lindsay’s stockholders will be asked to approve proposals to amend the Company’s organizational documents to declassify the Board over a three-year period, beginning with the Company’s Fiscal 2028 Annual Meeting of Stockholders, subject to stockholder approval at the 2027 Annual Meeting. Upon full implementation, all directors will stand for election annually.
A complete copy of the cooperation agreement will be filed with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K.
The Board’s formal recommendations regarding the election of directors and the amendments to Lindsay’s organizational documents will be included in the Company’s definitive proxy statement for the 2027 Annual Meeting, which will also provide the meeting date and other relevant information.
About Marvin Washington
Marvin Washington most recently served as Partner, Cyber Security, Risk and Regulatory, at PricewaterhouseCoopers LLP (“PwC”). Mr. Washington served in roles of increasing responsibility throughout his nearly 20 year tenure with PwC. As a senior partner at PwC, Mr. Washington led teams across global, public, private and federal clients in financial statement audits, business strategy, organizational transformation, internal audit, Sarbanes-Oxley compliance, cyber audits and Enterprise Resource Planning implementation. Earlier in his career, Mr. Washington held roles with the United States Government in the Department of Health & Human Services, Soza & Company, Sherikon Incorporated and Science Applications International Corporation.
Mr. Washington served as an officer for 23 years in the United States Marine Corps Reserves and holds a Bachelor of Science in Accounting from Virginia State University.
About the Company
Lindsay Corporation (NYSE: LNN) is a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology. Established in 1955, the company has been at the forefront of research and development of innovative
solutions to meet the food, fuel, fiber and transportation needs of the world’s rapidly growing population. The Lindsay family of irrigation brands includes Zimmatic™ center pivot and lateral move agricultural irrigation systems, FieldNET™ and FieldWise™ remote irrigation management technology, FieldNET Advisor™ irrigation scheduling technology, and industrial IoT solutions. Also a global leader in the transportation industry, Lindsay Transportation Solutions manufactures equipment to improve road safety and keep traffic moving on the world’s roads, bridges and tunnels, through the Barrier Systems™, Road Zipper™ and Snoline™ brands. For more information about Lindsay Corporation, visit www.lindsay.com.
Concerning Forward-looking Statements
This release contains forward-looking statements that are subject to risks and uncertainties and which reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. You can find a discussion of many of these risks and uncertainties in the annual, quarterly and current reports that the Company files with the SEC. Forward-looking statements include information concerning possible or assumed future results of operations and planned financing of the Company and those statements preceded by, followed by or including the words “anticipate,” “estimate,” “believe,” “intend,” “expect,” “outlook,” “could,” “may,” “should,” “will,” or similar expressions. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking information contained in this press release.
Advisors
J.P. Morgan Securities, Sullivan & Cromwell LLP and Longacre Square Partners LLC are serving as financial, legal and strategic advisors to Lindsay Corporation.
Contacts
For further information, contact:
LINDSAY CORPORATION:
Alicia Pfeifer
Vice President, Business Finance
402-933-6429
Alicia.Pfeifer@lindsay.com
Alpha IR:
Joe Caminiti
312-445-2870
lnn@alpha-ir.com