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2026-06-16
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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
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 49th 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 |
