TIC Solutions, Inc 8-K, filed Jul 31, 2025
TIC Solutions, Inc. (TIC)
About this 8-K
TIC Solutions, Inc filed this 8-K on July 31, 2025.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 31, 2025, Acuren Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the (i) approval of the issuance of shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”), to stockholders of NV5 Global, Inc. (“NV5”) in connection with the Agreement and Plan of Merger dated May 14, 2025, by and among the Company, NV5, and certain direct, wholly owned subsidiaries of the Company (Proposal 1), (ii) election of eight director nominees (Proposal 2), (iii) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the 2025 fiscal year (Proposal 3), and (iv) approval of the Company’s 2025 Employee Stock Purchase Plan (Proposal 4). The proposal to approve the adjournment of the Annual Meeting was not voted on at the Special Meeting because there were sufficient votes to approve Proposal 1.
The results of the votes are set forth below.
Proposal 1—Approval of the Issuance of Shares of the Company to Stockholders of NV5
The stockholders approved the issuance of shares of Common Stock to stockholders of NV5 in connection with the Agreement and Plan of Merger.
| For | Against | Abstain | ||||||||
| 94,157,704 | 6,285 | 24,153 | ||||||||
Proposal 2—Election of Directors
The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the Company’s 2026 Annual Meeting of Stockholders and, in each case, until his or her successor is duly elected and qualified.
| For | Against | Abstain | ||||||||||
| Sir Martin E. Franklin | 91,027,329 | 3,149,584 | 11,229 | |||||||||
| Robert A. E. Franklin | 93,192,053 | 983,560 | 12,529 | |||||||||
| Antoinette C. Bush | 94,074,314 | 78,105 | 35,723 | |||||||||
| Rory Cullinan | 94,148,401 | 28,418 | 11,323 | |||||||||
| Elizabeth Meloy Hepding | 94,094,716 | 57,668 | 35,758 | |||||||||
| Peter Hochfelder | 94,138,229 | 38,290 | 11,623 | |||||||||
| James E. Lillie | 90,173,481 | 4,003,337 | 11,324 | |||||||||
| Talman Pizzey | 94,087,506 | 89,313 | 11,323 | |||||||||
Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain | ||||||||
| 94,155,216 | 21,803 | 11,123 | ||||||||
Proposal 4—Approval of the Company’s 2025 Employee Stock Purchase Plan
The stockholders approved the 2025 Employee Stock Purchase Plan.
| For | Against | Abstain | ||||||||
| 94,139,694 | 34,925 | 13,523 | ||||||||
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Item 7.01 Regulation FD
Acuren issued a press release on July 31, 2025, announcing the voting results of the Annual Meeting, which is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 31, 2025. | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
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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.
| Acuren Corporation | ||
| By: | /s/ Kristin Schultes | |
| Name: | Kristin Schultes | |
| Title: | Chief Financial Officer | |
Date: July 31, 2025
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Exhibit 99.1
Acuren Corporation Stockholders Approve Stock Issuance in Merger with NV5 Global, Inc.
July 31, 2025
TOMBALL, Texas: Acuren Corporation (NYSE: TIC) (the “Company” or “Acuren”) announced today that its stockholders voted to approve the issuance of shares of Acuren common stock to stockholders of NV5 Global, Inc. (“NV5”), in connection with the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 14, 2025, by and among Acuren, NV5, Ryder Merger Sub I, Inc. and Ryder Merger Sub II, Inc. (“Acuren Stock Issuance Proposal”). The vote occurred at Acuren’s annual meeting of stockholders (the “Meeting”) that was held on July 31, 2025, at 9:30 AM ET.
Approval of the Acuren Stock Issuance Proposal required the affirmative vote of a majority of the votes cast at the Meeting. 99.99% of the votes cast at the Meeting voted in favor of the Acuren Stock Issuance Proposal.
Tal Pizzey, Chief Executive Officer of Acuren, said, “We thank our stockholders for their support for the business combination with NV5, and with this milestone now complete, we look forward to moving expeditiously toward closing.”
The transaction is expected to close in August 2025, subject to the receipt of certain regulatory approvals.
In addition to the Acuren Stock Issuance Proposal, Acuren’s stockholders passed all other resolutions put before them, including the election of all directors nominated for reelection.
About Acuren
Acuren is a leading provider of critical asset integrity services. The company operates primarily in North America serving a broad range of industrial markets. It provides these essential and often compliance-mandated (often at customer locations) services in the industrial space and is focused on the recurring maintenance needs of its customers. The work Acuren does fits in the service category referred to as Testing, Inspection, Certification, and Compliance (TICC) including Nondestructive Testing (NDT) in the field and the laboratory and in-lab destructive testing capabilities. More information can be found at https://www.acuren.com/.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements in this press release include statements regarding the Annual Meeting and the expected closing of the merger with NV5. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that a condition to closing of the Transactions may not be satisfied, that either party may terminate the Merger Agreement or that the Closing might be delayed or not occur at all. Additional factors that could cause results to differ materially from those described above can be found in NV5’s Annual Report on Form 10-K for the year ended December 28, 2024, as amended, which is on file with the SEC and available from NV5’s website at www.nv5.com under the “Investor Relations” tab, and in other documents NV5 files with the SEC; and in Acuren’s Annual Report on Form 10-K for the year ended December 31, 2024, which is on file with the SEC and available from Acuren’ website at www.acuren.com under the “Investor Relations” tab, and in other documents Acuren files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Acuren assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Investor Contact:
Andrew Shen
Director of Investor Relations
Email: IR@acuren.com
Source: Acuren Corporation