TGLS 8-K
Tecnoglass Holdings Inc. (TGLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores Barranquilla, Colombia
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders
On December 19, 2025, Tecnoglass Inc. (the “Company”) held its Annual General Meeting. At the Annual General Meeting, the Company’s shareholders considered three proposals: (i) the election of two Class C directors to serve for the ensuring three-year period and until their successors are elected and qualified, (ii) approval, on an advisory non-binding basis, of the compensation of Named Executive Officers and (iii) approval, on an advisory basis, of the frequency with which the shareholders should have an advisory vote on the compensation of Named Executive Officers.
The results of the matters voted on at the Annual General Meeting are set forth below:
Proposal No. 1 - Election of Class C Directors
The election of each Class C director nominee was approved, as follows:
| Nominee | Votes For | Votes Against | Abstain | |||
| Jose M. Daes | 40,261,058 | 177,891 | 6,752 | |||
| Jon Paul “JP” Pérez | 38,827,968 | 1,615,308 | 2,425 |
Proposal No. 2 - Approval, on an advisory non-binding basis, of the compensation of Named Executive Officers
The compensation of the Company’s Named Executive Officers was approved, on an advisory non-binding basis, as follows:
| Votes For | Votes Against | Abstain | ||
| 31,326,769 | 9,100,814 | 18,118 |
Proposal No. 3 - Approval, on an advisory basis, of the frequency with which the shareholders should have an advisory vote on the compensation of Named Executive Officers.
The Company’s shareholders approved, on an advisory basis, holding an advisory vote on the compensation of the Company’s Named Executive Officers every three (3) years, as follows:
| Every Three Years | Every Two Years | Every One Year | Abstain | |||
| 22,004,701 | 14,301 | 18,410,242 | 16,457 |
The Company has considered the results of the advisory shareholder vote regarding the frequency of holding an advisory vote on the compensation of the Company’s Named Executive Officers, and has determined that it will follow the advice of the shareholders and will hold an advisory vote on the compensation of the Company’s Named Executive Officers every three years. Accordingly, the Company’s next advisory vote on the compensation of the Company’s Named Executive Officers will occur at the Company’s 2028 annual general meeting.
SIGNATURE
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.
Dated: December 19, 2025
| TECNOGLASS INC. | ||
| By: | /s/ Jose M. Daes | |
| Name: | Jose M. Daes | |
| Title: | Chief Executive Officer | |