Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2022
ADVANCED DRAINAGE SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-36557
51-0105665
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
4640 Trueman Boulevard,
43026
Hilliard,
Ohio
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 658-0050
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 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Advanced Drainage Systems, Inc. (the “Company”) was held via webcast on July 21, 2022, at 10:00 a.m. Eastern Time. Stockholders were able to participate in the Annual Meeting and vote via live webcast. Stockholders considered five 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 9, 2022. The final voting results are reported below.
Proposal One: Election of eight directors, including Anesa T. Chaibi, Robert M. Eversole, Alexander R. Fischer, Kelly S. Gast, M.A. (Mark) Haney, Ross M. Jones, Anil Seetharam, and Manuel Perez de la Mesa to serve for a one-year term until the 2023 annual meeting of stockholders.
The Company’s stockholders elected each of the eight nominees for director, and the voting results are set forth below:
Name
For
Against
Abstentions
Broker Non-Votes
Anesa T. Chaibi
72,700,569
512,250
879,688
1,737,116
Robert M. Eversole
70,071,946
3,141,056
879,505
1,737,116
Alexander R. Fischer
68,020,432
5,193,037
879,038
1,737,116
Kelly S. Gast
72,827,381
394,986
870,140
1,737,116
M.A. (Mark) Haney
72,685,423
573,852
833,232
1,737,116
Ross M. Jones
72,341,596
1,211,402
539,509
1,737,116
Manuel Perez de la Mesa
72,759,109
509,493
823,905
1,737,116
Anil Seetharam
72,226,073
1,115,653
750,781
1,737,116
Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023.
The Company’s stockholders ratified the selection of Deloitte & Touche LLP, and the voting results are set forth below:
For
Against
Abstentions
Broker Non-Votes
73,906,928
1,527,150
395,545
—
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:
For
Against
Abstentions
Broker Non-Votes
69,454,095
3,335,328
1,303,085
1,737,116
Proposal Four: Advisory vote on whether a non-binding advisory vote on the compensation for the Company’s named executive officers should be held every one, two or three years.
The Company’s stockholders gave advisory approval of setting the frequency of future advisory votes on executive compensation at one year, and the voting results are set forth below:
One Year
Two Years
Three Years
Abstentions
72,214,689
136,362
1,130,953
610,503
610,503
1
Proposal Five: Approval of the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan (the “ESPP”).
The Company’s stockholders approved the ESPP and the voting results are set forth below:
For
Against
Abstentions
Broker Non-Votes
73,766,278
227,108
99,121
1,737,116
Item 7.01 Regulation FD Disclosure.
On July 21, 2022, the Company issued a press release regarding the election of Kelly S. Gast as a director. A copy of the Company’s press release is being furnished as Exhibit 99.1 and hereby incorporated by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
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.