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Advanced Drainage Systems (NYSE: WMS) reports 2026 shareholder voting outcomes

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

Rhea-AI Filing Summary

Advanced Drainage Systems, Inc. held its 2026 Annual Meeting of Stockholders via webcast on July 16, 2026. Stockholders elected nine directors to one-year terms ending at the 2027 annual meeting.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2027 with 62,686,364 votes for and 6,631,324 against. In an advisory say-on-pay vote, executive compensation as disclosed in the proxy statement received 61,978,434 votes for, 5,183,274 against and 449,999 abstentions, with 1,838,060 broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Directors elected 9 Number of directors elected to one-year terms at the 2026 Annual Meeting
Auditor ratification votes for 62,686,364 Votes in favor of ratifying Deloitte & Touche LLP for fiscal 2027
Auditor ratification votes against 6,631,324 Votes against ratifying Deloitte & Touche LLP for fiscal 2027
Say-on-pay votes for 61,978,434 Votes in favor of advisory approval of executive compensation
Say-on-pay votes against 5,183,274 Votes against advisory approval of executive compensation
Say-on-pay abstentions 449,999 Abstentions on advisory approval of executive compensation
Say-on-pay broker non-votes 1,838,060 Broker non-votes on the advisory say-on-pay proposal
broker non-votes regulatory
"For | Against | Abstentions | Broker Non-Votes 61,978,434 | 5,183,274 | 449,999 | 1,838,060"
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 vote regulatory
"Proposal Three: Advisory vote to approve the compensation of the Company’s 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.
independent registered public accounting firm regulatory
"Ratification of the appointment of Deloitte & Touche 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
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ... 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.

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

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FAQ

What was voted on at Advanced Drainage Systems (WMS) 2026 Annual Meeting?
Stockholders voted on three proposals: election of nine directors, ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2027, and an advisory say-on-pay approval of executive compensation.

Were all director nominees elected at Advanced Drainage Systems (WMS) 2026 meeting?
Yes, all nine director nominees were elected to one-year terms ending at the 2027 annual meeting. Each nominee, including D. Scott Barbour and Kelly S. Gast, received more votes for than against.

Did Advanced Drainage Systems (WMS) stockholders ratify Deloitte & Touche LLP for 2027?
Yes. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2027, with 62,686,364 votes for, 6,631,324 against and 132,079 abstentions.

How did Advanced Drainage Systems (WMS) shareholders vote on executive compensation?
In the advisory say-on-pay vote, executive compensation received 61,978,434 votes for, 5,183,274 against and 449,999 abstentions, with 1,838,060 broker non-votes, indicating stockholder support for the disclosed pay program.

When and how was the Advanced Drainage Systems (WMS) 2026 Annual Meeting held?
The 2026 Annual Meeting of Stockholders was held on July 16, 2026, at 10:00 a.m. Eastern Time, conducted entirely via live webcast, allowing stockholders to participate and vote online.
0001604028False00016040282026-07-162026-07-16

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): July 16, 2026
 
ADVANCED DRAINAGE SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware001-3655751-0105665
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
   
4024 Green Stripe Lane
 43026
Hilliard,
Ohio
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 733-7473
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 Instructions 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
Common Stock, $0.01 par value per share WMS 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.
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held via webcast on July 16, 2026, at 10:00 a.m. Eastern Time. Stockholders were able to participate in the Annual Meeting and vote via live webcast. Stockholders considered three proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on June 3, 2026. The final voting results are reported below.
Proposal One: Election of nine directors, including D. Scott Barbour, Anesa T. Chaibi, Michael B. Coleman, Robert M. Eversole, Alexander R. Fischer, Tanya D. Fratto, Kelly S. Gast, Manuel Perez de la Mesa, and Anil Seetharam, to serve for a one-year term until the 2027 annual meeting of stockholders, or until his or her successor has been elected and qualified.

The Company’s stockholders elected each of the nine nominees for director, and the voting results are set forth below:
Name For Against Abstentions Broker Non-Votes
D. Scott Barbour 66,915,010 559,087 137,610 1,838,060 
Anesa T. Chaibi 65,015,665 2,465,788 130,254 1,838,060 
Michael B. Coleman 67,011,857 477,669 122,181 1,838,060 
Robert M. Eversole62,571,357 4,817,812 222,538 1,838,060 
Alexander R. Fischer 60,633,237 6,371,121 607,349 1,838,060 
Tanya D. Fratto63,069,295 4,420,516 121,896 1,838,060 
Kelly S. Gast 67,296,891 192,263 122,553 1,838,060 
Manuel Perez de la Mesa 65,610,486 1,858,122 143,099 1,838,060 
Anil Seetharam65,610,601 1,851,169 149,937 1,838,060 
Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2027.
The Company’s stockholders ratified the selection of Deloitte & Touche LLP, and the voting results are set forth below:
ForAgainstAbstentionsBroker Non-Votes
62,686,3646,631,324132,079—
Proposal Three: Advisory vote to approve the compensation of the Company’s executive officers as disclosed in the Company’s Proxy Statement.
The Company’s stockholders gave advisory approval of the compensation of the Company’s executive officers as disclosed in the Proxy Statement, and the voting results are set forth below:
ForAgainstAbstentionsBroker Non-Votes
61,978,4345,183,274449,9991,838,060
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
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.
ADVANCED DRAINAGE SYSTEMS, INC.
Date: July 16, 2026By:/s/ Scott A. Cottrill
Name:Scott A. Cottrill
Title:EVP, CFO & Secretary

Source: View Original Filing on SEC EDGAR

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