Corporate Governance
The Board of Directors operates pursuant to the provisions of the Company's Certificate of Incorporation and By-Laws as well as a set of Corporate Governance Principles which address a number of items, including the qualifications for serving as a director, the responsibilities of directors and board committees and the compensation of directors. The Company has adopted a Code of Ethical Conduct that applies to the Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Corporate Controller, as required by Section 406 of the Sarbanes-Oxley Act of 2002. Additionally, the Company has published a Code of Business Conduct and Ethics applying to all persons associated with the Company, including its directors, officers and employees, which complies with the listing standards adopted by the New York Stock Exchange. Both of these codes and the Company's Corporate Governance Principles are available on the Company's website at http://www.lindsay.com by clicking on the Ethics link under the Investor Relations tab and are available in print to any stockholder who submits a request in writing to the Secretary of the Company.
The Board of Directors conducts its business through meetings and actions taken by written consent in lieu of meetings. During the fiscal year ended August 31, 2026, the Board of Directors held eleven meetings and acted pursuant to unanimous written consent on two occasions. During fiscal 2026, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period of such member's service and (ii) the total number of meetings of the committees of the Board of Directors on which he or she served held during the period of such member's service.
The Company's independent directors normally meet in executive session at each regularly scheduled Board meeting. The Chairperson of the Board, currently Mr. Brunner, an independent director, serves as the presiding director at each executive session of the independent directors.
Hedging and Pledging. The Board of Directors has adopted Corporate Governance Principles prohibiting directors and executive officers from pledging Company securities as collateral for any outstanding obligation. Directors and executive officers are also prohibited from trading in derivative securities of Company securities, engaging in short sales of Company securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities.
Insider Trading Policy. The Company has adopted a Policy Concerning Restrictions on Insider Trading that governs the purchase, sale, and/or other dispositions of the Company's securities by directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company. A copy of the Company's Policy Concerning Restrictions on Insider Trading is filed as Exhibit 19 to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2024.
Material Proceedings. There are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the registrant, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
Legal Proceedings. To the Company’s knowledge, there is no event that occurred during the past ten years with respect to any of our directors, director nominees or executive officers that is required to be disclosed under Item 401(f) of Regulation S-K.
Recent Board Composition Changes
Cooperation Agreement. On November 4, 2026, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Vision One Fund, LP, Vision One Management Partners, LP, Vision One Fund Partners, LP, Vision One Management Partners Holdings, LP, Vision One Management Partners GP, LLC, Vision One Onshore Fund, LP and Vision One Offshore Fund, LP (collectively with their affiliates (as defined in the Cooperation Agreement), “Vision One”). Upon the execution and delivery of the Cooperation Agreement, Vision One irrevocably withdrew its notice of stockholder proposals and director nominations.
Pursuant to the Cooperation Agreement, the Company agreed to nominate Marvin E. Washington as a candidate for election as an independent director to the Board at the Annual Meeting for a term expiring at the Fiscal 2030 Annual Meeting. Following Mr. Washington’s election to the Board, the Company agreed to take all necessary actions to appoint him to the Board’s Audit Committee and to maintain his membership until the Termination Date (as defined in the Cooperation Agreement), subject to certain conditions. Under the Cooperation Agreement, Vision One agreed to customary standstill, voting and other provisions.