tm261360-1_nonfiling - none

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

ASTEC INDUSTRIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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[MISSING IMAGE: ph_jacovandermerwe-4clr.jpg]

Jaco G. van der Merwe
President and Chief Executive Officer

[MISSING IMAGE: ph_williamgehlnew-4clr.jpg]

William D. Gehl
Chairman of the Board

Dear Shareholders:

On behalf of the Board of Directors of Astec Industries, Inc. (“Astec”), thank you for your investment and continued confidence in Astec. We cordially invite you to join us for the 2026 Annual Meeting of Shareholders of Astec Industries, Inc. (“Astec” or the “Company”) to be held on Friday, April 24, 2026 at 10:00 a.m. EDT virtually over the Internet at https://web.viewproxy.com/astec/2026. We will hold the 2026 Annual Meeting as a virtual meeting because we believe that it will offer expanded access to shareholders who may otherwise not attend.

First, we want to extend a heartfelt thank you to William Gehl, our current chairman, who will be retiring as a director at the Annual Meeting after 25 years of service on our Board. We are forever grateful for the role that Bill has played in guiding Astec to where it is today. We are also excited to announce that Mark Gliebe, an independent director and current member of the Audit and Compensation committees, will succeed Bill as the Chairman of the Board, effective at the Annual Meeting.

At the 2026 Annual Meeting, with Mr. Gehl’s retirement we will be asking you to re-elect the two director nominees named in the attached proxy statement to our Board. As discussed throughout the proxy statement, our Board remains committed to strong governance practices and our Core Values of (i) Safety, (ii) Devotion, (iii) Integrity, (iv) Respect, and (v) Innovation. Under the guidance of our Board, we remain committed to investing in our employees, focusing on our customers and developing innovative solutions, and in doing so, generating long-term financial return to our shareholders. You will find detailed information in this proxy statement about the qualifications of our director nominees and why we believe they are the right people to represent your interests.

In addition to the election of directors, we are also seeking your approval of a “say-on-pay” advisory vote and ratification of the appointment of the Company’s independent registered public accounting firm for the calendar year ending December 31, 2026.

It is important that your shares be represented at the annual meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting. Accordingly, please exercise your right to vote by following the instructions for voting contained in the Notice Regarding the Availability of Proxy Materials, or the paper or electronic copy of our proxy materials you received for the meeting.

Sincerely,


	Jaco G. van der Merwe President and Chief Executive Officer			William D. Gehl Chairman of the Board

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ASTEC

NOTICE OF THE 2026
ANNUAL MEETING OF
SHAREHOLDERS

Dear Shareholders:

	WHAT:			2026 Annual Meeting of Shareholders of Astec Industries, Inc.
	WHEN:			Friday, April 24, 2026 at 10:00 a.m., Eastern Daylight Time (“EDT”)
	WHERE:			Our meeting will be a virtual shareholder meeting, conducted via live audio webcast, a format designed to increase shareholder access to the meeting. In addition to online attendance, this format provides shareholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares and submit questions at https://web.viewproxy.com/astec/2026. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). When accessing our 2026 Annual Meeting, please allow ample time for online check-in, which will begin around 9:45 a.m., EDT, on Friday, April 24, 2026. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.
	WHY:			We are holding the 2026 Annual Meeting for the following purposes, as more fully described in our proxy statement:
				1. to re-elect to our Board of Directors the two director nominees named herein to serve for three-year terms or until their successor is duly elected and qualified (Proposal No. 1);
				2. to approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal No. 2);
				3. to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the calendar year 2026 (Proposal No. 3); and
				5. to transact such other business as may be properly presented at the 2026 Annual Meeting or any adjournments or postponements thereof.
	RECORD DATE:			Shareholders of record as of the close of business on February 26, 2026 (“Record Date”) are entitled to this Notice and to vote at the 2026 Annual Meeting or at any adjournment or postponement that takes place.
	PROXY VOTING:			On or about March 13, 2026, we will mail to shareholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to shareholders on this same date.

Thank you for your ongoing support and we hope you can join us at our 2026 Annual Meeting.

By Order of the Board of Directors,

Terrell Gilbert
General Counsel, Chief Compliance Officer and Corporate Secretary

March 13, 2026

Please vote your proxy as soon as possible even if you expect to attend the annual meeting live. You may vote your proxy via the Internet or by phone by following the instructions on the notice of Internet availability or proxy card, or if you received a paper copy of these proxy materials by mail, you may vote by mail by completing and returning the enclosed proxy card in the enclosed reply envelope. No postage is necessary if the proxy is mailed within the United States.

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	Page
Proxy Statement Summary		1
Proxy Statement for the Annual Meeting of Shareholders to be Held on April 24, 2026		3
Questions and Answers About the Proxy Materials and the Annual Meeting		4
Commitment to Environmental and Social Responsibilities		9
Sustainability Oversight and Leadership		9
New Product Development and Environmental Impact		9
Human Capital Management and Corporate Culture		10
Overseeing Employee Ethical Standards and Adherence		11
Supplier Code of Conduct		11
Shareholder Engagement		12
Shareholder Engagement Process		12
Shareholder Engagement Cycle		13
Communications with the Board		13
Board of Directors		14
Summary of Director Qualifications and Experience Matrix		15
Board Evaluations, Diversity and Refreshment		16
Nominees for Election of Class I Directors		18
Continuing Directors Not Standing for Re-Election		19
Corporate Governance, the Board and its Committees		22
Principles of Corporate Governance		22
Independent Directors		22
Board Leadership Structure and Risk Oversight		22
Board’s Role in Succession Planning		23
Board Meetings and Attendance		23
Board Committees		23
Director Nomination Process		24
Insider Trading Policy		24
Anti-Hedging Policy		24
Related Party Transactions		25
Director Compensation		25
Material Terms of Non-Employee Directors Compensation Plan		26
Proposal 1: Election of Directors		27
Executive Officers		28
Senior Officers		30
Compensation Discussion and Analysis		31
Overview		31
Objectives of Our Compensation Program		31
How We Determine and Assess Executive Compensation		32

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	Page
Consideration of Last Year’s Advisory Shareholder Vote on Executive Compensation		33
Elements of Our Compensation Program		34
Executive Officer Severance Agreements		37
Other Factors Affecting Compensation		37
Additional Executive Compensation Policies		37

SEC Form DEF 14A filed by Astec Industries Inc.