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Terex (NYSE: TEX) investors approve 2026 incentive plan, pay and KPMG at meeting

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

Rhea-AI Filing Summary

Terex Corporation reported results from its 2026 Annual Meeting of Stockholders held on June 25, 2026. Stockholders approved the new Terex Corporation 2026 Omnibus Incentive Plan, which allows the company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards, cash awards and performance awards.

All 12 director nominees, including Jean Marie “John” Canan, Simon Meester and others, were elected to serve until the next annual meeting or until successors are elected and qualified. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

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Negative

  • None.

Insights

Routine annual-meeting outcomes with broad support for governance items.

The Annual Meeting shows strong stockholder backing for Terex’s governance structure and compensation programs. All 12 directors were elected with large majorities, and advisory support for executive pay and the new 2026 Omnibus Incentive Plan was robust based on the disclosed vote tallies.

The Omnibus Incentive Plan refreshes Terex’s ability to grant equity- and cash-based awards, a standard tool for aligning management and employee incentives with stockholder interests. Ratification of KPMG LLP as auditor for the 2026 fiscal year also indicates continuity in the company’s external financial oversight.

Overall, these outcomes appear consistent with routine corporate governance practices. They do not signal a material shift in strategy but confirm that stockholders are generally supportive of the board, management compensation framework and existing audit arrangements as of the 2026 meeting.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Say-on-pay votes for 98,623,406 votes Advisory vote on executive compensation, Annual Meeting 2026
Omnibus Plan votes for 98,052,459 votes Approval of Terex Corporation 2026 Omnibus Incentive Plan
Auditor ratification votes for 106,154,545 votes Ratification of KPMG LLP as 2026 independent auditor
Director Canan votes for 100,158,485 votes Election of Jean Marie "John" Canan to the board
Broker non-votes on proposals 1–3 5,795,483 votes Non-voting shares on director, pay and plan proposals
Omnibus Incentive Plan financial
"stockholders approved the Terex Corporation 2026 Omnibus Incentive Plan (the “Omnibus Plan”)."
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
advisory vote regulatory
"approved in an advisory vote the compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
broker non-votes regulatory
"For | Against | Abstain | Broker Non-Votes Proposal 1 Election of Directors"
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 regulatory
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
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.
emerging growth company regulatory
"Emerging growth company | |"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0000097216false00000972162026-06-252026-06-25


                                                        
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 25, 2026

TEREX CORPORATION

(Exact Name of Registrant as Specified in Charter)
Delaware1-1070234-1531521
(State or Other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)

301 Merritt 7, 4th FloorNorwalkConnecticut06851
(Address of Principal Executive Offices)(Zip Code)
            
Registrant's telephone number, including area code (203) 222-7170
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 ($0.01 par value)TEXNew York Stock Exchange
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As described under Item 5.07 of this Current Report, on June 25, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Terex Corporation (the “Company”), the Company’s stockholders approved the Terex Corporation 2026 Omnibus Incentive Plan (the “Omnibus Plan”).

The Omnibus Plan provides for incentive compensation in the form of (i) options to purchase stock, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units, (v) other stock awards, (vi) cash awards and (vii) performance awards. A description of the material terms of the plan is set forth in Proposal 3, under the heading “Approval of the Terex Corporation 2026 Omnibus Incentive Plan” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”), which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Omnibus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


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

(a) The Company’s Annual Meeting was held on June 25, 2026.

(b) At the Annual Meeting, the Company’s stockholders (i) elected Jean Marie “John” Canan, David Dauch, Donald DeFosset, Charles Dutil, Simon Meester, Maureen O’Connell, Sandie O’Connor, Srikanth Padmanabhan, Andra Rush, David A. Sachs, Seun Salami and Kathleen Steele to the Company’s Board of Directors until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) approved in an advisory vote the compensation of the Company’s named executive officers, (iii) approved the Omnibus Plan, and (iv) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The voting results for each matter submitted to a vote of stockholders at the Company’s Annual Meeting were as follows:

ForAgainstAbstainBroker Non-Votes
Proposal 1: Election of Directors:
Jean Marie "John" Canan100,158,485 302,995 44,307 5,795,483 
David Dauch100,144,508 316,858 44,421 5,795,483 
Donald DeFosset98,610,708 1,838,029 57,050 5,795,483 
Charles Dutil100,338,736 117,078 49,973 5,795,483 
Simon Meester100,290,716 133,680 81,391 5,795,483 
Maureen O'Connell100,231,864 230,241 43,682 5,795,483 
Sandie O'Connor98,171,434 2,284,522 49,831 5,795,483 
Srikanth Padmanabhan100,321,418 128,280 56,089 5,795,483 
Andra Rush99,935,196 521,229 49,362 5,795,483 
David Sachs98,169,635 2,287,309 48,843 5,795,483 
Seun Salami100,318,732 139,428 47,627 5,795,483 
Kathleen Steele100,149,942 309,502 46,343 5,795,483 



- 2 -

ForAgainstAbstainBroker Non-Votes
Proposal 2: Advisory vote on the compensation of the Company’s named executive officers
98,623,4061,814,07568,3065,795,483
ForAgainstAbstainBroker Non-Votes
Proposal 3: Approval of the Terex Corporation 2026 Omnibus Incentive Plan
98,052,4592,406,09447,2345,795,483
ForAgainstAbstainBroker Non-Votes
Proposal 4: Ratification of the selection of KPMG LLP as independent registered public accounting firm for the Company for 2026
106,154,54590,56656,159—


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Terex Corporation 2026 Omnibus Incentive Plan

104 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.

Date: June 30, 2026



TEREX CORPORATION
By: /s/Scott J. Posner
Scott J. Posner
Senior Vice President
Secretary and General
Counsel


- 3 -

Source: View Original Filing on SEC EDGAR

FAQ

What did Terex Corporation (TEX) stockholders approve at the 2026 Annual Meeting?

Stockholders approved the 2026 Omnibus Incentive Plan, supported executive compensation in an advisory vote, and ratified KPMG LLP as independent auditor for 2026, alongside electing all 12 nominated directors to the board.

Were all Terex Corporation (TEX) director nominees elected at the 2026 Annual Meeting?

Yes. All 12 nominees, including Jean Marie “John” Canan, Simon Meester and others, were elected to the board. Each received over 98 million votes in favor, with relatively low opposition and some broker non-votes reported.

How did Terex Corporation (TEX) stockholders vote on executive compensation in 2026?

In the advisory vote on named executive officer compensation, Terex stockholders cast 98,623,406 votes for, 1,814,075 against and 68,306 abstaining, with 5,795,483 broker non-votes. This indicates strong, though not unanimous, support for the company’s pay practices.

What is the Terex Corporation 2026 Omnibus Incentive Plan approved by TEX stockholders?

The 2026 Omnibus Incentive Plan authorizes Terex to grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards, cash awards and performance awards. It is designed to provide incentive compensation flexibility across various award types.

Who is Terex Corporation’s (TEX) independent auditor for the 2026 fiscal year?

Stockholders ratified KPMG LLP as Terex Corporation’s independent registered public accounting firm for 2026. Proposal 4 received 106,154,545 votes for, 90,566 against and 56,159 abstaining, reflecting very strong support for continuing with KPMG.

When and where was Terex Corporation’s 2026 Annual Meeting held?

The 2026 Annual Meeting of Stockholders for Terex Corporation was held on June 25, 2026. The filing lists the company’s principal executive offices at 301 Merritt 7, 4th Floor, Norwalk, Connecticut 06851 as its primary corporate address.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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