8-K

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): April 25, 2023

Astec Industries, Inc.

(Exact name of registrant as specified in its charter)

1725 Shepherd Road, Chattanooga, Tennessee 37421

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (423) 899-5898

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:

Securities registered pursuant to Section 12(b) of the Act:

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

Astec Industries, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 25, 2023 (the "Annual Meeting"). The following is a summary of the matters voted on at the meeting:

(a) The Company’s shareholders elected the four director nominees listed below for, in the case of Messrs. Gehl, Jain and van der Merwe, a term of three years, and in the case of Mr. Gliebe, a term of one year. The voting results were as follows:

(b) The Company’s shareholders, approved on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:

(c) The Company’s shareholders, approved on an advisory basis, "one year" for the frequency with which shareholders will vote on a non-binding, advisory basis to approve the compensation of the Company’s named executive officers in future years. The voting results were as follows:

In light of these voting results and consistent with the board of director’s recommendation in the Company’s proxy statement for the Annual Meeting, the Company will hold a non-binding, advisory vote on named executive officer compensation annually until the next required vote on the frequency of future non-binding, advisory votes on named executive officer compensation, which is required to occur no less frequently than every six years.

(d) The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year 2023. The voting results were as follows:

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.