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): July 21, 2022

ADVANCED DRAINAGE SYSTEMS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-36557	51-0105665
(State or Other Jurisdiction<br><br>of Incorporation)		(Commission File Number)	(IRS Employer<br><br>Identification No.)
4640 Trueman Boulevard,			43026
Hilliard,	Ohio
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (614) 658-0050

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	WMS	New York Stock Exchange

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.

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Advanced Drainage Systems, Inc. (the “Company”) was held via webcast on July 21, 2022, at 10:00 a.m. Eastern Time. Stockholders were able to participate in the Annual Meeting and vote via live webcast. Stockholders considered five proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on June 9, 2022. The final voting results are reported below.

Proposal One: Election of eight directors, including Anesa T. Chaibi, Robert M. Eversole, Alexander R. Fischer, Kelly S. Gast, M.A. (Mark) Haney, Ross M. Jones, Anil Seetharam, and Manuel Perez de la Mesa to serve for a one-year term until the 2023 annual meeting of stockholders.

The Company’s stockholders elected each of the eight nominees for director, and the voting results are set forth below:

Name	For	Against	Abstentions	Broker Non-Votes
Anesa T. Chaibi	72,700,569	512,250	879,688	1,737,116
Robert M. Eversole	70,071,946	3,141,056	879,505	1,737,116
Alexander R. Fischer	68,020,432	5,193,037	879,038	1,737,116
Kelly S. Gast	72,827,381	394,986	870,140	1,737,116
M.A. (Mark) Haney	72,685,423	573,852	833,232	1,737,116
Ross M. Jones	72,341,596	1,211,402	539,509	1,737,116
Manuel Perez de la Mesa	72,759,109	509,493	823,905	1,737,116
Anil Seetharam	72,226,073	1,115,653	750,781	1,737,116

Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

The Company’s stockholders ratified the selection of Deloitte & Touche LLP, and the voting results are set forth below:

For	Against	Abstentions	Broker Non-Votes
73,906,928	1,527,150	395,545	—

Proposal Three: Advisory vote to approve the compensation of the Company’s executive officers as disclosed in the Company’s Proxy Statement.

The Company’s stockholders gave advisory approval of the compensation of the Company’s executive officers as disclosed in the Proxy Statement, and the voting results are set forth below:

For	Against	Abstentions	Broker Non-Votes
69,454,095	3,335,328	1,303,085	1,737,116

Proposal Four: Advisory vote on whether a non-binding advisory vote on the compensation for the Company’s named executive officers should be held every one, two or three years.

The Company’s stockholders gave advisory approval of setting the frequency of future advisory votes on executive compensation at one year, and the voting results are set forth below:

One Year	Two Years	Three Years		Abstentions
72,214,689	136,362	1,130,953	610,503	610,503

Proposal Five: Approval of the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan (the “ESPP”).

The Company’s stockholders approved the ESPP and the voting results are set forth below:

For	Against	Abstentions	Broker Non-Votes
73,766,278	227,108	99,121	1,737,116

Item 7.01    Regulation FD Disclosure.

On July 21, 2022, the Company issued a press release regarding the election of Kelly S. Gast as a director. A copy of the Company’s press release is being furnished as Exhibit 99.1 and hereby incorporated by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are being furnished as part of this report:

99.1	Press release, dated July 21, 2022, issued by Advanced Drainage Systems, Inc.
104	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.

	ADVANCED DRAINAGE SYSTEMS, INC.
Date: July 21, 2022	By:	/s/ Scott A. Cottrill
	Name:	Scott A. Cottrill
	Title:	EVP, CFO & Secretary

2

Document

Exhibit 99.1

ADVANCED DRAINAGE SYSTEMS ELECTS KELLY GAST TO BOARD OF DIRECTORS

HILLIARD, Ohio – (July 21, 2022) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and on-site septic wastewater industries, today announced that Kelly Gast has been elected to its Board of Directors at the Company’s Annual Meeting of Stockholders (“Annual Meeting”), effective immediately.

“We are pleased to welcome Kelly Gast to the ADS Board of Directors,” said Robert Eversole, Chairman of the Board of Directors. “Kelly brings broad financial experience from her leadership positions at Bayer, as well as business strategy and commercial expertise. The capabilities of the Board will be strengthened by her leadership.”

Kelly Gast currently serves as the Chief Financial Officer of Bayer’s Crop Science division. Ms. Gast joined Bayer in 1995, most recently serving as the Senior Vice President and Chief Financial Officer of Bayer US from 2018 until 2022. Prior to that, she served in increasing roles of leadership and responsibility, including Vice President of Commercial Finance, Assistant Controller, Chief Financial Officer of Crop Protection, Chief Financial Officer of the International Division, and Vice President of Strategic Accounts.

Ms. Gast earned a B.A. in Economics from University of Illinois at Champaign-Urbana.

About Advanced Drainage Systems

Advanced Drainage Systems is a leading provider of innovative water management solutions in the stormwater and on-site septic wastewater industries, providing superior drainage solutions for use in the construction and agriculture marketplace. For over 50 years, the Company has been manufacturing a variety of innovative and environmentally friendly alternatives to traditional materials. Its innovative products are used across a broad range of end markets and applications, including non-residential, residential, infrastructure and agriculture applications. The Company has established a leading position in many of these end markets by leveraging its national sales and distribution platform, overall product breadth and scale and manufacturing excellence. Founded in 1966, the Company operates a global network of approximately 60 manufacturing plants and 30 distribution centers. To learn more about ADS, please visit the Company’s website at www.adspipe.com.

For more information, please contact:

Michael Higgins

VP, Corporate Strategy & Investor Relations

(614) 658-0050

Mike.Higgins@adspipe.com