Tecnoglass holders back move to Florida, elect board

Tecnoglass Inc. reported that shareholders approved all proposals at its Annual General Meeting held on June 16, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Tecnoglass Inc. reported that shareholders approved all proposals at its Annual General Meeting held on June 16, 2026. Investors backed the company’s plan to de-register in the Cayman Islands and continue as a Florida corporation, and also approved new Articles of Incorporation and Bylaws to take effect upon that move.

Shareholders elected three Class A directors to new three-year terms and ratified PwC Contadores y Auditores S. A. S. as independent registered public accounting firm for the year ending December 31, 2026. The continuation to Florida and related charter documents remain subject to conditions described in the proxy materials and are expected to be completed in July 2026.

Insights

Shareholders approved Tecnoglass’s move to Florida and routine AGM items.

The meeting results show strong shareholder support for shifting Tecnoglass Inc. from a Cayman Islands structure to a Florida corporation, along with adopting new Articles of Incorporation and Bylaws tied to that move. This changes the legal and regulatory framework governing the company.

Director elections and auditor ratification were also approved, indicating continuity in board composition and external audit oversight by PwC Contadores y Auditores S. A. S. The filing notes that the continuation to Florida and new charter documents are still subject to specified conditions and are expected to close in July 2026.

8-K Event Classification

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

1 item

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.

Key Figures

Continuation proposal votes for: 39,733,381 votes Continuation proposal votes against: 472,912 votes Charter documents votes for: 40,163,938 votes +5 more

8 metrics

Continuation proposal votes for 39,733,381 votes Support for de-registration in Cayman Islands and continuation in Florida

Continuation proposal votes against 472,912 votes Opposition to jurisdiction change

Charter documents votes for 40,163,938 votes Approval of Articles of Incorporation and Bylaws for Florida continuation

Anne Louise Carricarte votes for 33,084,639 votes Election as Class A director

Luis Fernando Castro Vergara votes for 36,364,751 votes Election as Class A director

Carlos Alfredo Cure Cure votes for 34,711,284 votes Election as Class A director

Auditor ratification votes for 41,852,042 votes Ratification of PwC Contadores y Auditores S. A. S. for 2026

Broker non-votes 1,677,872 shares Non-voting broker-held shares on several proposals

Key Terms

de-registration, continuation, Articles of Incorporation, Bylaws, +1 more

5 terms

de-registration regulatory

"a proposal to approve the Company’s de-registration in the Cayman Islands and the Company’s continuation in the State of Florida"

continuation regulatory

"the Company’s de-registration in the Cayman Islands and the Company’s continuation in the State of Florida"

Articles of Incorporation regulatory

"a proposal to approve and adopt the Articles of Incorporation and Bylaws of the Company"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

Bylaws regulatory

"a proposal to approve and adopt the Articles of Incorporation and Bylaws of the Company"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

independent registered public accounting firm financial

"PwC Contadores y Auditores S. A. S. as the Company’s independent registered public accounting firm for the year ending December 31, 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Tecnoglass (TGLS) shareholders approve at the June 16, 2026 meeting?

Shareholders approved all proposals, including redomiciling Tecnoglass from the Cayman Islands to Florida, adopting new Articles of Incorporation and Bylaws, electing three Class A directors, and ratifying PwC Contadores y Auditores S. A. S. as independent auditor for the year ending December 31, 2026.

Did Tecnoglass (TGLS) approve moving its jurisdiction from the Cayman Islands to Florida?

Yes. Shareholders approved de-registration in the Cayman Islands and continuation in the State of Florida. This jurisdiction change, along with new charter documents, remains subject to conditions described in the proxy materials and is expected to be completed in July 2026 if those conditions are satisfied.

Which Tecnoglass Class A directors were elected and how strong was support?

Shareholders elected Anne Louise Carricarte, Luis Fernando Castro Vergara, and Carlos Alfredo Cure Cure as Class A directors. Each received tens of millions of votes in favor, significantly exceeding votes cast against, and will serve a new three-year term until their successors are elected and qualified.

Who is Tecnoglass’s independent auditor for the year ending December 31, 2026?

Shareholders ratified PwC Contadores y Auditores S. A. S. as Tecnoglass’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received strong support, with over forty million votes cast in favor and only a small number against or abstaining.

When is Tecnoglass’s continuation to Florida expected to be completed?

The company states that its continuation to the State of Florida and adoption of related Articles of Incorporation and Bylaws are expected to be completed in July 2026. Completion remains subject to various conditions outlined in the proxy statement for the Annual General Meeting.

Were there any broker non-votes in the Tecnoglass 2026 shareholder meeting results?

Yes. The voting tables show broker non-votes of 1,677,872 shares on several proposals, including the continuation to Florida, the charter documents, and the election of directors. Broker non-votes reflect shares present but not voting on certain non-routine matters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/16/2026 - 04:30 PM EDT

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 16, 2026

TECNOGLASS INC.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands

001-35436

98-1271120

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3550 NW 49^th Street, Miami, Florida 33142

Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores Barranquilla, Colombia

(Address of Principal Executive Offices) (Zip Code)

(57)(5) 3734000

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		TGLS		The New 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 (§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

On June 16, 2026, Tecnoglass Inc. (the “Company”) held its Annual General Meeting. As disclosed in the Company’s proxy statement/prospectus for the Annual General Meeting filed with the U.S. Securities and Exchange Commission on May 14, 2026 (the “Proxy Statement”), the Company’s shareholders considered three proposals: (i) a proposal to approve the Company’s de-registration in the Cayman Islands and the Company’s continuation in the State of Florida (the “Continuation Proposal”), (ii) subject to the approval of the Continuation Proposal, a proposal to approve and adopt the Articles of Incorporation and Bylaws of the Company to be effective from the effective date of the Company’s continuation in Florida (the “Charter Documents Proposal”), (iii) a proposal to elect three Class A directors to serve for the ensuring three-year period and until their successors are elected and qualified and (iv) a proposal to approve the ratification of PwC Contadores y Auditores S. A. S. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”).

The results of the matters voted on at the Annual General Meeting are set forth below:

Proposal No. 1 – The Continuation Proposal

The Company’s de-registration in the Cayman Islands and the Company’s continuation in the State of Florida as follows:

Votes For	Votes Against		Abstain		Broker Non-Vote

39,733,381		472,912		5,803		1,677,872

Proposal No. 2 – The Charter Documents Proposal

The approval of the Articles of Incorporation and Bylaws of the Company to be effective from the effective date of the Company’s continuation in Florida as follows:

Votes For	Votes Against		Abstain		Broker Non-Vote

40,163,938		40,148		8,010		1,677,872

Proposal No. 3 - Election of Class A Directors

The election of each Class A director nominee was approved, as follows:

Nominee	Votes For		Votes Against		Abstain		Broker Non-Vote

Anne Louise Carricarte		33,084,639		7,117,733		9,724		1,677,872

Luis Fernando Castro Vergara		36,364,751		3,843,315		4,030		1,677,872

Carlos Alfredo Cure Cure		34,711,284		5,492,068		8,744		1,677,872

Proposal No. 4 – The Auditor Ratification Proposal

The ratification of PwC Contadores y Auditores S. A. S. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 as follows:

Votes For	Votes Against		Abstain

41,852,042		31,414		6,512

Accordingly, all of the proposals submitted to shareholders were approved.

The Company’s continuation to the State of Florida and the adoption of the Articles of Incorporation and Bylaws of the Company to be effective from the effective date of the Company’s continuation in Florida remain subject to various conditions as set out in the Company’s Proxy Statement for the Annual General Meeting, and are expected to be completed in July 2026.

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.

Dated: June 16, 2026

	TECNOGLASS INC.

	By:	/s/ Jose M. Daes
	Name:	Jose M. Daes
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Tecnoglass holders back move to Florida, elect board

Rhea-AI Filing Summary