Lindsay Corp 8-K, filed Nov 5, 2026
Lindsay Corp (LNN)
About this 8-K
Lindsay Corp filed this 8-K on November 5, 2026, reporting on events of November 4, 2026.
Lindsay Corporation entered a November 4, 2026 cooperation agreement with Vision One, nominating Marvin E. Washington for independent director and proposing board declassification; Vision One withdrew its October 5, 2026 nominations and proposals. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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
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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:
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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 1.01 Entry into a Material Definitive Agreement.
On November 4, 2026, Lindsay Corporation, a Delaware corporation (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”).
Pursuant to the Cooperation Agreement, the Company has agreed to (i) take all necessary actions to nominate Marvin E. Washington (the “New Director”) as a candidate for election as an independent director to the Company’s board of directors (the “Board”) at the Company’s fiscal 2027 annual meeting of stockholders (the “Fiscal 2027 Annual Meeting”) for a term expiring at the Company’s fiscal 2030 annual meeting of stockholders (the “Fiscal 2030 Annual Meeting”); (ii) recommend and solicit proxies in favor of the New Director’s election at the Fiscal 2027 Annual Meeting; and (iii) following the New Director’s election to the Board, take all necessary actions to appoint the New Director to the Board’s Audit Committee and to maintain his membership until the Termination Date (as defined below), subject to certain conditions. From the date of the Cooperation Agreement until the Termination Date, the size of the Board shall not exceed nine directors.
Until the Termination Date, if Vision One satisfies the Minimum Ownership Threshold (as defined in the Cooperation Agreement), Vision One will have replacement rights with respect to the New Director, which will be subject to certain qualifications and other conditions as further described in the Cooperation Agreement.
In connection with the Cooperation Agreement, the Company has agreed to submit binding proposals for stockholder approval at the Fiscal 2027 Annual Meeting to declassify the Board, such that, if the proposals are approved by stockholders at the Fiscal 2027 Annual Meeting, (i) the directors elected at the Company’s fiscal 2028 annual meeting of stockholders (the “Fiscal 2028 Annual Meeting”) would be elected with a term expiring at the Company’s fiscal 2029 annual meeting of stockholders, (ii) at each subsequent annual meeting of stockholders of the Company, the Company’s directors shall be elected for one-year terms as their respective terms expire and (iii) all directors will be elected for one-year terms beginning at the Fiscal 2030 Annual Meeting.
Pursuant to the Cooperation Agreement, Vision One has irrevocably withdrawn its notice of stockholder proposals and director nominations, dated October 5, 2026, and has agreed to cease all solicitation activities in respect of the Fiscal 2027 Annual Meeting.
Until the Termination Date, Vision One has agreed to vote all shares of Common Stock beneficially owned by it or over which Vision One has voting power at all meetings of the Company’s stockholders in accordance with the Board’s recommendations, except that Vision One (i) may vote in accordance with the recommendation of Institutional Shareholder Services Inc. or Glass, Lewis & Co., LLC if either of them recommends differently from the Board (other than on proposals with respect to the election, removal or replacement of directors) and (ii) may vote in its discretion on Extraordinary Transactions (as defined in the Cooperation Agreement).
Vision One has also agreed to certain customary standstill provisions prohibiting it from, among other things, (i) soliciting proxies; (ii) acquiring, in the aggregate, beneficial ownership of more than 4.9% of the outstanding shares of Common Stock; (iii) making public announcements or encouraging any person with respect to changes in the Company’s management or the direction of certain Company matters; and (iv) exercising certain stockholder rights; in each case as further described in the Cooperation Agreement. Until the Termination Date, the Company and Vision One have also agreed to certain mutual non-disparagement provisions.
The Cooperation Agreement will terminate on the date that is the earlier of (i) thirty calendar days prior to the deadline for the submission of stockholder notice of director nominations for the Fiscal 2028 Annual Meeting and (ii) one hundred twenty calendar days prior to the one-year anniversary of the date of the Fiscal 2027 Annual Meeting (the “Termination Date”).
A copy of the Cooperation Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Cooperation Agreement does not purport to be complete and is qualified by reference to such exhibit.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the Cooperation Agreement is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being “furnished” and, as such, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
10.1 |
Cooperation Agreement, dated November 4, 2026, by and between the Company and Vision One. |
99.1 |
Press Release, dated November 5, 2026, issued by the Company. |
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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.
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LINDSAY CORPORATION |
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Date: |
November 5, 2026 |
By: |
/s/ Randy A. Wood |
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Randy A. Wood, President and Chief Executive Officer |
Exhibit 10.1
COOPERATION AGREEMENT
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of November 4, 2026, by and between Lindsay Corporation, a Delaware corporation (the “Company”), and 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, “Vision One”). The Company and Vision One are each herein referred to as a “Party” and collectively, the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 14 hereof.
WHEREAS, the Company and Vision One have determined to come to an agreement with respect to the composition of the Board of Directors of the Company (the “Board”), the withdrawal of certain stockholder nominations and proposals and certain other matters, as provided in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
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provided, however, that (i) the restrictions in this Section 3 shall not prohibit or restrict Vision One or its Representatives from making (A) any factual statement to the extent required by applicable legal process, subpoena or legal requirement from any governmental authority with competent jurisdiction over the party from whom information is sought (so long as such request did not arise as a result of action by Vision One or its Representatives) or (B) any private or confidential communication to or with the Board or any officer or director of the Company or legal counsel that would not reasonably be expected to trigger or require any public disclosure of such communications for any of the Parties; and (ii) the restrictions in this Section 3 shall not restrict Vision One or its Representatives from tendering shares of the Company, receiving payment for shares of the Company or otherwise participating in any transaction involving shares of the Company on the same basis as the other stockholders of the Company, or from participating in any such transaction that has been approved by the Board, subject to the other terms of this Agreement.
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If to the Company: Lindsay Corporation Attn: Eric R. Arneson Email: eric.arneson@lindsay.com |
with mandatory copies (which shall not constitute notice) to: Sullivan & Cromwell LLP Attn: Lawrence S. Elbaum Email: elbauml@sullcrom.com |
If to Vision One: Vision One Fund, LP Attn: Courtney R. Mather Email: courtney@visiononefund.com |
with mandatory copies (which shall not constitute notice) to: Thompson Hine LLP Attn: Corby J. Baumann Email: Corby.Baumann@ThompsonHine.com |
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In this Agreement, unless a clear contrary intention appears: (v) the word “including” (in its various forms) means “including, without limitation”; (w) the words “hereunder,” “hereof,” “hereto” and words of similar import are references to this Agreement as a whole and not to any particular provision of this Agreement; (x) the word “or” is not exclusive; (y) references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated; and (z) whenever the context requires, the masculine gender shall include the feminine and neuter genders.
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[Signature Page Follows]
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IN WITNESS WHEREOF, each of the Parties has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.
COMPANY:
LINDSAY CORPORATION
By: /s/ Eric R. Arneson
Eric R. Arneson
Senior Vice President, General Counsel & Secretary
VISION ONE:
VISION ONE FUND, LP
By: /s/ Courtney R. Mather
Name: Courtney R. Mather
Title: CEO
VISION ONE MANAGEMENT PARTNERS, LP
By: /s/ Courtney R. Mather
Name: Courtney R. Mather
Title: CEO
VISION ONE FUND PARTNERS, LP
By: /s/ Courtney R. Mather
Name: Courtney R. Mather
Title: CEO
VISION ONE MANAGEMENT PARTNERS HOLDINGS, LP
By: /s/ Courtney R. Mather
Name: Courtney R. Mather
Title: CEO
VISION ONE MANAGEMENT PARTNERS GP, LLC
By: /s/ Courtney R. Mather
Name: Courtney R. Mather
Title: CEO
VISION ONE ONSHORE FUND, LP
By: /s/ Courtney R. Mather
Name: Courtney R. Mather
Title: CEO
VISION ONE OFFSHORE FUND, LP
By: /s/ Courtney R. Mather
Name: Courtney R. Mather
Title: CEO
EXHIBIT A
Form of Press Release
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18135 BURKE ST. OMAHA, NE 68022 TEL: 402-829-6800 FAX: 402-829-6836 |
Lindsay Corporation Announces Intention to Nominate Marvin Washington to Board of Directors at 2027 Annual Meeting
OMAHA, Neb., November 5, 2026—Lindsay Corporation (NYSE: LNN) (“Lindsay” or the “Company”), a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology, today announced its intent to nominate Marvin E. Washington for election as an independent director to Lindsay’s Board of Directors (the “Board”) at the Company’s Fiscal 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”).
Mr. Washington will be the third new independent director to join the Board since 2022. Upon his election, the Board will expand to nine directors, eight of whom will be independent, and Mr. Washington is expected to join the Board’s Audit Committee.
Lindsay’s Chairman, Robert Brunner, remarked, “We look forward to welcoming Marvin to the Board and benefiting from his significant experience in audit, risk and cybersecurity oversight. We believe Marvin’s skill sets will be additive as management and the Board continue to execute on the Company’s strategy and drive long-term value for stockholders amid a dynamic macroeconomic environment.”
In connection with Mr. Washington’s nomination, Lindsay has entered into a cooperation agreement with Vision One Fund, LP (collectively with its affiliates, “Vision One”). Under the cooperation agreement, Vision One has agreed to customary standstill, voting and other provisions.
Pursuant to the cooperation agreement, Lindsay has also determined to propose amendments to its organizational documents to declassify the Board. At the 2027 Annual Meeting, Lindsay’s stockholders will be asked to approve proposals to amend the Company’s organizational documents to declassify the Board over a three-year period, beginning with the Company’s Fiscal 2028 Annual Meeting of Stockholders, subject to stockholder approval at the 2027 Annual Meeting. Upon full implementation, all directors will stand for election annually.
A complete copy of the cooperation agreement will be filed with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K.
The Board’s formal recommendations regarding the election of directors and the amendments to Lindsay’s organizational documents will be included in the Company’s definitive proxy statement for the 2027 Annual Meeting, which will also provide the meeting date and other relevant information.
About Marvin Washington
Marvin Washington most recently served as Partner, Cyber Security, Risk and Regulatory, at PricewaterhouseCoopers LLP (“PwC”). Mr. Washington served in roles of increasing responsibility throughout his nearly 20 year tenure with PwC. As a senior partner at PwC, Mr. Washington led teams across global, public, private and federal clients in financial statement audits, business strategy, organizational transformation, internal audit, Sarbanes-Oxley compliance, cyber audits and Enterprise
Exhibit A-1
Resource Planning implementation. Earlier in his career, Mr. Washington held roles with the United States Government in the Department of Health & Human Services, Soza & Company, Sherikon Incorporated and Science Applications International Corporation.
Mr. Washington served as an officer for 23 years in the United States Marine Corps Reserves and holds a Bachelor of Science in Accounting from Virginia State University.
About the Company
Lindsay Corporation (NYSE: LNN) is a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology. Established in 1955, the company has been at the forefront of research and development of innovative solutions to meet the food, fuel, fiber and transportation needs of the world’s rapidly growing population. The Lindsay family of irrigation brands includes Zimmatic™ center pivot and lateral move agricultural irrigation systems, FieldNET™ and FieldWise™ remote irrigation management technology, FieldNET Advisor™ irrigation scheduling technology, and industrial IoT solutions. Also a global leader in the transportation industry, Lindsay Transportation Solutions manufactures equipment to improve road safety and keep traffic moving on the world’s roads, bridges and tunnels, through the Barrier Systems™, Road Zipper™ and Snoline™ brands. For more information about Lindsay Corporation, visit www.lindsay.com.
Concerning Forward-looking Statements
This release contains forward-looking statements that are subject to risks and uncertainties and which reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. You can find a discussion of many of these risks and uncertainties in the annual, quarterly and current reports that the Company files with the SEC. Forward-looking statements include information concerning possible or assumed future results of operations and planned financing of the Company and those statements preceded by, followed by or including the words “anticipate,” “estimate,” “believe,” “intend,” “expect,” “outlook,” “could,” “may,” “should,” “will,” or similar expressions. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking information contained in this press release.
Advisors
J.P. Morgan Securities, Sullivan & Cromwell LLP and Longacre Square Partners LLC are serving as financial, legal and strategic advisors to Lindsay Corporation.
Contacts
For further information, contact:
LINDSAY CORPORATION:
Alicia Pfeifer
Vice President, Business Finance
402-933-6429
Alicia.Pfeifer@lindsay.com
Alpha IR:
Joe Caminiti
312-445-2870
lnn@alpha-ir.com
Exhibit A-2
Exhibit 99.1
q
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18135 BURKE ST. OMAHA, NE 68022 TEL: 402-829-6800 FAX: 402-829-6836 |
Lindsay Corporation Announces Intention to Nominate Marvin Washington to Board of Directors at 2027 Annual Meeting
OMAHA, Neb., November 5, 2026—Lindsay Corporation (NYSE: LNN) (“Lindsay” or the “Company”), a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology, today announced its intent to nominate Marvin E. Washington for election as an independent director to Lindsay’s Board of Directors (the “Board”) at the Company’s Fiscal 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”).
Mr. Washington will be the third new independent director to join the Board since 2022. Upon his election, the Board will expand to nine directors, eight of whom will be independent, and Mr. Washington is expected to join the Board’s Audit Committee.
Lindsay’s Chairman, Robert Brunner, remarked, “We look forward to welcoming Marvin to the Board and benefiting from his significant experience in audit, risk and cybersecurity oversight. We believe Marvin’s skill sets will be additive as management and the Board continue to execute on the Company’s strategy and drive long-term value for stockholders amid a dynamic macroeconomic environment.”
In connection with Mr. Washington’s nomination, Lindsay has entered into a cooperation agreement with Vision One Fund, LP (collectively with its affiliates, “Vision One”). Under the cooperation agreement, Vision One has agreed to customary standstill, voting and other provisions.
Pursuant to the cooperation agreement, Lindsay has also determined to propose amendments to its organizational documents to declassify the Board. At the 2027 Annual Meeting, Lindsay’s stockholders will be asked to approve proposals to amend the Company’s organizational documents to declassify the Board over a three-year period, beginning with the Company’s Fiscal 2028 Annual Meeting of Stockholders, subject to stockholder approval at the 2027 Annual Meeting. Upon full implementation, all directors will stand for election annually.
A complete copy of the cooperation agreement will be filed with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K.
The Board’s formal recommendations regarding the election of directors and the amendments to Lindsay’s organizational documents will be included in the Company’s definitive proxy statement for the 2027 Annual Meeting, which will also provide the meeting date and other relevant information.
About Marvin Washington
Marvin Washington most recently served as Partner, Cyber Security, Risk and Regulatory, at PricewaterhouseCoopers LLP (“PwC”). Mr. Washington served in roles of increasing responsibility throughout his nearly 20 year tenure with PwC. As a senior partner at PwC, Mr. Washington led teams across global, public, private and federal clients in financial statement audits, business strategy, organizational transformation, internal audit, Sarbanes-Oxley compliance, cyber audits and Enterprise Resource Planning implementation. Earlier in his career, Mr. Washington held roles with the United States Government in the Department of Health & Human Services, Soza & Company, Sherikon Incorporated and Science Applications International Corporation.
Mr. Washington served as an officer for 23 years in the United States Marine Corps Reserves and holds a Bachelor of Science in Accounting from Virginia State University.
About the Company
Lindsay Corporation (NYSE: LNN) is a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology. Established in 1955, the company has been at the forefront of research and development of innovative
solutions to meet the food, fuel, fiber and transportation needs of the world’s rapidly growing population. The Lindsay family of irrigation brands includes Zimmatic™ center pivot and lateral move agricultural irrigation systems, FieldNET™ and FieldWise™ remote irrigation management technology, FieldNET Advisor™ irrigation scheduling technology, and industrial IoT solutions. Also a global leader in the transportation industry, Lindsay Transportation Solutions manufactures equipment to improve road safety and keep traffic moving on the world’s roads, bridges and tunnels, through the Barrier Systems™, Road Zipper™ and Snoline™ brands. For more information about Lindsay Corporation, visit www.lindsay.com.
Concerning Forward-looking Statements
This release contains forward-looking statements that are subject to risks and uncertainties and which reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. You can find a discussion of many of these risks and uncertainties in the annual, quarterly and current reports that the Company files with the SEC. Forward-looking statements include information concerning possible or assumed future results of operations and planned financing of the Company and those statements preceded by, followed by or including the words “anticipate,” “estimate,” “believe,” “intend,” “expect,” “outlook,” “could,” “may,” “should,” “will,” or similar expressions. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking information contained in this press release.
Advisors
J.P. Morgan Securities, Sullivan & Cromwell LLP and Longacre Square Partners LLC are serving as financial, legal and strategic advisors to Lindsay Corporation.
Contacts
For further information, contact:
LINDSAY CORPORATION:
Alicia Pfeifer
Vice President, Business Finance
402-933-6429
Alicia.Pfeifer@lindsay.com
Alpha IR:
Joe Caminiti
312-445-2870
lnn@alpha-ir.com