NWPX Infrastructure (NWPX) investors approve board slate, pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NWPX Infrastructure, Inc. reported the results of its annual shareholder meeting held on June 10, 2026. Shareholders elected Scott Montross and John Paschal to three-year terms on the board of directors. Montross received 7,388,984 votes for and 168,702 withheld, while Paschal received 5,387,094 votes for and 2,170,592 withheld, with 1,072,346 broker non-votes for each nominee.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 7,315,387 votes for, 163,194 against and 79,105 abstentions, plus 1,072,346 broker non-votes. In addition, they ratified the appointment of Baker Tilly US, LLP as independent registered public accountants for the year ending December 31, 2026, with 8,572,555 votes for, 48,781 against and 8,696 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Key Figures

Votes for Scott Montross: 7,388,984 votes Votes for John Paschal: 5,387,094 votes Broker non-votes on director elections: 1,072,346 votes +2 more

5 metrics

Votes for Scott Montross 7,388,984 votes Election to three-year board term at annual meeting

Votes for John Paschal 5,387,094 votes Election to three-year board term at annual meeting

Broker non-votes on director elections 1,072,346 votes Annual meeting director election items

Say-on-pay votes for 7,315,387 votes Advisory approval of executive compensation

Auditor ratification votes for 8,572,555 votes Ratification of Baker Tilly US, LLP for 2026

Key Terms

broker non-votes, advisory basis, independent registered public accountants, Annual Meeting of Shareholders

4 terms

broker non-votes financial

"Scott Montross (three‑year term) | | 7,388,984 | | 168,702 | | 1,072,346"

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.

advisory basis financial

"approved, on an advisory basis, the compensation paid to the Company’s named executive officers"

independent registered public accountants financial

"ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accountants for the year ending December 31, 2026"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

Annual Meeting of Shareholders financial

"At the Annual Meeting of Shareholders of NWPX Infrastructure, Inc."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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Understanding 8-K Material Events →

06/11/2026 - 04:09 PM

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): June 10, 2026

NWPX Infrastructure, Inc.

(Exact name of registrant as specified in its charter)

Oregon		0-27140		93-0557988
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

201 NE Park Plaza Drive, Suite 100

Vancouver, WA 98684

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: 360‑397‑6250

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NWPX	Nasdaq 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 Annual Meeting of Shareholders of NWPX Infrastructure, Inc. (the “Company”) on June 10, 2026, the Company’s shareholders: (i) elected two directors; (ii) approved, on an advisory basis, the compensation paid to the Company’s named executive officers; and (iii) ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accountants for the year ending December 31, 2026. Set forth below are the voting results for each of these proposals. Proposal 1: Election of two directors:

Nominee	For	Withheld	Broker Non‑votes
Scott Montross (three‑year term)	7,388,984	168,702	1,072,346
John Paschal (three-year term)	5,387,094	2,170,592	1,072,346

Proposal 2: Advisory vote on executive compensation:

	For		Against		Abstain		Broker Non‑votes
	7,315,387		163,194		79,105		1,072,346

Proposal 3: Ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accountants for the year ending December 31, 2026:

	For		Against		Abstain		Broker Non‑votes
	8,572,555		48,781		8,696		-

Item 9.01.		FINANCIAL STATEMENTS AND EXHIBITS

(d)		Exhibits

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 on June 11, 2026.

	NWPX INFRASTRUCTURE, INC.
	(Registrant)

	By	/s/ Aaron Wilkins
		Aaron Wilkins Senior Vice President, Chief Financial Officer, and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did NWPX shareholders vote on at the June 10, 2026 annual meeting?

Shareholders voted on three items: electing two directors, approving on an advisory basis executive compensation, and ratifying Baker Tilly US, LLP as independent registered public accountants for the year ending December 31, 2026. All three proposals received majority shareholder support.

Which directors were elected to NWPX Infrastructure, Inc.’s board?

Shareholders elected Scott Montross and John Paschal to the board for three-year terms. Montross received 7,388,984 votes for and 168,702 withheld, while Paschal received 5,387,094 votes for and 2,170,592 withheld, with 1,072,346 broker non-votes for each nominee.

How did NWPX shareholders vote on executive compensation (say-on-pay)?

Shareholders approved the compensation of NWPX’s named executive officers on an advisory basis. The vote totaled 7,315,387 shares for, 163,194 against, and 79,105 abstentions, with 1,072,346 broker non-votes, indicating overall support for the company’s executive pay program as presented.

Was Baker Tilly US, LLP ratified as NWPX’s independent auditor for 2026?

Yes. Shareholders ratified the appointment of Baker Tilly US, LLP as NWPX Infrastructure, Inc.’s independent registered public accountants for the year ending December 31, 2026. The ratification received 8,572,555 votes for, 48,781 against, and 8,696 abstentions, with no broker non-votes reported.

What are broker non-votes in the NWPX annual meeting results?

Broker non-votes represent shares held in street name where brokers did not receive voting instructions on certain proposals. For the director elections and the advisory say-on-pay vote, there were 1,072,346 broker non-votes, which counted for quorum but not as votes for or against those items.

Filing Exhibits & Attachments

4 documents