Tecnoglass (TGLS) investors approve directors and 3-year say-on-pay cycle

Rhea-AI Filing Summary

Tecnoglass Inc. reported the results of its Annual General Meeting held on December 19, 2025. Shareholders elected two Class C directors for new three-year terms. Jose M. Daes received 40,261,058 votes in favor, while Jon Paul “JP” Pérez received 38,827,968 votes in favor, with relatively small numbers of votes against and abstentions.

Shareholders also approved, on an advisory basis, the compensation of the company’s Named Executive Officers, with 31,326,769 votes for and 9,100,814 votes against. In addition, investors provided advisory input on how often to hold future say‑on‑pay votes, favoring a schedule of every three years with 22,004,701 votes, compared with 18,410,242 votes for an annual vote. The company decided to follow this recommendation and will hold its next advisory vote on executive compensation at the 2028 annual general meeting.

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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): December 19, 2025

TECNOGLASS INC.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-35436		98-1271120
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		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 December 19, 2025, Tecnoglass Inc. (the “Company”) held its Annual General Meeting. At the Annual General Meeting, the Company’s shareholders considered three proposals: (i) the election of two Class C directors to serve for the ensuring three-year period and until their successors are elected and qualified, (ii) approval, on an advisory non-binding basis, of the compensation of Named Executive Officers and (iii) approval, on an advisory basis, of the frequency with which the shareholders should have an advisory vote on the compensation of Named Executive Officers.

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

Proposal No. 1 - Election of Class C Directors

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

Nominee		Votes For		Votes Against		Abstain
Jose M. Daes		40,261,058		177,891		6,752
Jon Paul “JP” Pérez		38,827,968		1,615,308		2,425

Proposal No. 2 - Approval, on an advisory non-binding basis, of the compensation of Named Executive Officers

The compensation of the Company’s Named Executive Officers was approved, on an advisory non-binding basis, as follows:

Votes For		Votes Against		Abstain
31,326,769		9,100,814		18,118

Proposal No. 3 - Approval, on an advisory basis, of the frequency with which the shareholders should have an advisory vote on the compensation of Named Executive Officers.

The Company’s shareholders approved, on an advisory basis, holding an advisory vote on the compensation of the Company’s Named Executive Officers every three (3) years, as follows:

Every Three Years		Every Two Years		Every One Year		Abstain
22,004,701		14,301		18,410,242		16,457

The Company has considered the results of the advisory shareholder vote regarding the frequency of holding an advisory vote on the compensation of the Company’s Named Executive Officers, and has determined that it will follow the advice of the shareholders and will hold an advisory vote on the compensation of the Company’s Named Executive Officers every three years. Accordingly, the Company’s next advisory vote on the compensation of the Company’s Named Executive Officers will occur at the Company’s 2028 annual general meeting.

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: December 19, 2025

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

FAQ

What did Tecnoglass Inc. (TGLS) shareholders vote on at the latest Annual General Meeting?

Shareholders of Tecnoglass Inc. voted on three main items: (i) the election of two Class C directors for three-year terms, (ii) an advisory, non-binding approval of the compensation of Named Executive Officers, and (iii) an advisory vote on how often shareholders should have a say-on-pay vote.

Were the Class C director nominees elected at Tecnoglass Inc. (TGLS)?

Yes. Jose M. Daes was elected with 40,261,058 votes for, 177,891 against, and 6,752 abstentions. Jon Paul “JP” Pérez was elected with 38,827,968 votes for, 1,615,308 against, and 2,425 abstentions.

Did Tecnoglass Inc. (TGLS) shareholders approve executive compensation on an advisory basis?

Yes. The compensation of Named Executive Officers was approved on an advisory, non-binding basis, with 31,326,769 votes for, 9,100,814 votes against, and 18,118 abstentions.

How often will Tecnoglass Inc. (TGLS) hold advisory say-on-pay votes going forward?

Shareholders expressed a preference for holding the advisory vote on executive compensation every three years, with 22,004,701 votes for that option, compared with 18,410,242 votes for an annual vote. The company decided to follow this advice and will hold the next advisory vote at its 2028 annual general meeting.

What were the voting results on the frequency of say-on-pay votes for Tecnoglass Inc. (TGLS)?

On the advisory vote regarding frequency, 22,004,701 votes supported an advisory vote every three years, 14,301 votes supported every two years, 18,410,242 supported every one year, and 16,457 abstained.

Does the Tecnoglass Inc. (TGLS) vote on executive pay frequency bind the company?

The vote on say-on-pay frequency is advisory. However, Tecnoglass stated it has considered the result and will follow shareholders’ preference by holding advisory votes on executive compensation every three years, with the next one at the 2028 annual general meeting.