Advanced Drainage Systems, Inc 8-K, filed Jul 22, 2021
Advanced Drainage Systems, Inc. (WMS)
About this 8-K
Advanced Drainage Systems, Inc filed this 8-K on July 22, 2021.
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
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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 5.07 Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Advanced Drainage Systems, Inc. (the “Company”) was held via webcast on July 22, 2021, at 10:00 a.m. Eastern Time. Stockholders were able to participate in the Annual Meeting and vote via live webcast. Stockholders considered four 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, 2021. The final voting results are reported below.
Proposal One: Election of five directors, including Anesa T. Chaibi, Robert M. Eversole, Alexander R. Fischer, M.A. (Mark) Haney and Anil Seetharam to serve for a one-year term until the 2022 annual meeting of stockholders.
The Company’s stockholders elected each of the five nominees for director, and the voting results are set forth below:
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Name |
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For |
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Against |
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Abstentions |
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Broker |
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Anesa T. Chaibi |
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77,718,301 |
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154,790 |
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41,510 |
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2,025,893 |
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Robert M. Eversole |
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75,076,905 |
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2,798,365 |
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39,331 |
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2,025,893 |
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Alexander R. Fischer |
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72,369,908 |
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5,451,926 |
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92,767 |
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2,025,893 |
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M.A. (Mark) Haney |
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77,661,177 |
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213,938 |
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39,486 |
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2,025,893 |
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Anil Seetharam |
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77,560,839 |
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312,181 |
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41,581 |
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2,025,893 |
Proposal Two: 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:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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75,087,450 |
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2,594,763 |
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232,388 |
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2,025,893 |
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Proposal Three: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022.
The Company’s stockholders ratified the selection of Deloitte & Touche LLP, and the voting results are set forth below:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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78,737,461 |
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1,145,353 |
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57,680 |
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– |
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Proposal Four: Approval of an amendment to the Company’s 2017 Omnibus Incentive Plan to increase the number of shares available for issuance by 1,500,000 and extend the 2017 Omnibus Incentive Plan’s duration.
The Company’s stockholders approved the amendment to the 2017 Omnibus Incentive Plan and the voting results are set forth below:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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75,721,093 |
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2,137,557 |
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55,951 |
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2,025,893 |
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Item 7.01 |
Regulation FD Disclosure. |
On July 22, 2021, the Company issued a press release regarding the election of Anil Seetharam 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.
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(d) |
Exhibits |
The following exhibit is being furnished as part of this report:
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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 thereunto duly authorized.
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ADVANCED DRAINAGE SYSTEMS, INC. |
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Date: July 22, 2021 |
By: |
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/s/ Scott A. Cottrill |
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Name: |
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Scott A. Cottrill |
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Title: |
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EVP, CFO & Secretary |
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EX 99.1
ADVANCED DRAINAGE SYSTEMS ELECTS ANIL SEETHARAM TO BOARD OF DIRECTORS
HILLIARD, Ohio – (July 22, 2021) – 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 waste water industries, today announced that Anil Seetharam has been elected to its Board of Directors at the Company’s Annual Meeting of Stockholders (“Annual Meeting”), effective immediately. The addition of Mr. Seetharam increases the size of the Board from 11 to 12 directors.
“We are pleased to welcome Anil to our Board of Directors,” said Robert Kidder, Chairman of the Board of Directors. “Anil has broad financial expertise with public companies in capital markets, investor relations and acquisitions. The capabilities of the board are strengthened with his leadership.”
Mr. Seetharam has over 20 years of leadership experience throughout the financial industry. He currently serves as Managing Director of Berkshire Partners LLC (“Berkshire”) and Stockbridge Investors (“Stockbridge”), the public equities business of Berkshire Partners. Mr. Seetharam joined Stockbridge in February 2007 became a Managing Director in December 2014. Prior to joining Stockbridge in 2007, Mr. Seetharam was previously a private equity associate at Berkshire Partners, a business analyst at McKinsey & Co., and a vice president at Reservoir Capital.
Mr. Seetharam received a B.S. from The School of Engineering & Applied Science at the University of Pennsylvania, and a B.S. from the Wharton School at the University of Pennsylvania.
About the Company
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.
Forward Looking Statements
Certain statements in this press release may be deemed to be forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including the adverse impact on the U.S. and global economy of the COVID-19 global pandemic, and the impact of COVID-19 in the near, medium and long-term on our business, results of operations, financial position, liquidity or cash flows, and other factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance thermoplastic corrugated pipe and manufacturers of products using alternative materials; uncertainties surrounding the integration of acquisitions and similar transactions, including the acquisition of Infiltrator Water Technologies and the integration of Infiltrator Water Technologies; our ability to realize the anticipated benefits from the acquisition of Infiltrator Water Technologies; risks that the acquisition of Infiltrator Water Technologies and related transactions may involve unexpected costs, liabilities or delays; our ability to continue to convert current demand for concrete, steel and polyvinyl chloride (“PVC”) pipe products into demand for our
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high performance thermoplastic corrugated pipe and Allied Products; the effect of any claims, litigation, investigations or proceedings; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; our ability to remediate the material weakness in our internal control over financial reporting, including remediation of the control environment for our joint venture affiliate ADS Mexicana, S.A. de C.V.; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets, including risks associated with new markets and products associated with our recent acquisition of Infiltrator Water Technologies; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; fluctuations in our effective tax rate; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods; any delay in the filing of any filings with the Securities and Exchange Commission (“SEC”); the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering weaknesses of which we are not currently aware or which have not been detected; additional uncertainties related to accounting issues generally; and the other risks and uncertainties described in the Company’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
For more information, please contact:
Michael Higgins
VP, Corporate Strategy & Investor Relations
(614) 658-0050
Mike.Higgins@ads-pipe.com
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