Advanced Drainage Systems Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$WMS
Containers/Packaging
Consumer Discretionary
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 15, 2025
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Registrant’s Telephone Number, Including Area Code: (614 ) 658-0050
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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). 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 15, 2025 Darin Harvey, the Executive Vice President, Supply Chain of Advanced Drainage Systems, Inc. (the “Company”) provided notice of his resignation from the Company, effective as of August 22, 2025. Mr. Harvey’s resignation is not the result of any dispute or disagreement with the Company related to the Company’s operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held via webcast on July 17, 2025, at 10:00 a.m. Eastern Time. Stockholders were able to participate in the Annual Meeting and vote via live webcast. Stockholders considered three 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 4, 2025. The final voting results are reported below.
Proposal One: Election of eleven directors, including D. Scott Barbour, Anesa T. Chaibi, Michael B. Coleman, Robert M. Eversole, Alexander R. Fischer, Tanya D. Fratto, Kelly S. Gast, M.A. (Mark) Haney, Luther C. Kissam IV, Manuel Perez de la Mesa, and Anil Seetharam, to serve for a one-year term until the 2026 annual meeting of stockholders, or until his or her successor has been elected and qualified.
The Company’s stockholders elected each of the eleven nominees for director, and the voting results are set forth below:
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| D. Scott Barbour | 67,943,479 | 573,963 | 37,647 | 2,085,739 | ||||||||||||||||||||||
| Anesa T. Chaibi | 66,980,403 | 1,518,930 | 55,756 | 2,085,739 | ||||||||||||||||||||||
| Michael B. Coleman | 68,091,285 | 414,927 | 48,877 | 2,085,739 | ||||||||||||||||||||||
| Robert M. Eversole | 61,839,644 | 6,319,218 | 396,227 | 2,085,739 | ||||||||||||||||||||||
| Alexander R. Fischer | 53,845,863 | 14,661,479 | 47,747 | 2,085,739 | ||||||||||||||||||||||
| Tanya D. Fratto | 64,061,750 | 4,429,370 | 63,969 | 2,085,739 | ||||||||||||||||||||||
| Kelly S. Gast | 68,215,147 | 294,038 | 45,904 | 2,085,739 | ||||||||||||||||||||||
| M.A. (Mark) Haney | 67,772,334 | 735,572 | 47,183 | 2,085,739 | ||||||||||||||||||||||
| Luther C. Kissam IV | 68,028,130 | 479,761 | 47,198 | 2,085,739 | ||||||||||||||||||||||
| Manuel Perez de la Mesa | 67,685,850 | 802,175 | 67,064 | 2,085,739 | ||||||||||||||||||||||
| Anil Seetharam | 64,930,120 | 3,559,674 | 65,295 | 2,085,739 | ||||||||||||||||||||||
Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
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 | |||||||||||||||||
| 63,065,481 | 7,535,650 | 39,697 | — | |||||||||||||||||
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 | |||||||||||||||||
| 60,210,402 | 8,223,794 | 110,893 | 2,085,739 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
| 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 17, 2025 | By: | /s/ Scott A. Cottrill | |||||||||
| Name: | Scott A. Cottrill | ||||||||||
| Title: | EVP, CFO & Secretary | ||||||||||