CSW Industrials Inc.
08/31/2026 | Press release | Distributed by Public on 08/31/2026 14:19
Proxy Results (Form 8-K)
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 27, 2026, CSW Industrials, Inc., a Delaware corporation (the "Company") held its 2026 Annual Meeting of Shareholders (the "Meeting"). At the Meeting, the number of shares present was 14,895,264, representing 91.40% of the 16,296,266 shares issued and outstanding that were entitled to vote on July 8, 2026, the record date for the Meeting.
Three items of business were submitted to shareholders at the Meeting. The voting results for each proposal are set forth below. Percentages shown are calculated in accordance with the methodology for counting votes for each proposal as described in the proxy statement related to the Meeting.
1.Election of Directors. The director nominees listed below were duly elected at the Meeting for a one-year term expiring in 2027 pursuant to the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Joseph B. Armes | 13,901,276 (98.73%) | 179,043 (1.27%) | 814,945 | ||||||||
| Darron K. Ash | 14,046,281 (99.76%) | 34,038 (0.24%) | 814,945 | ||||||||
| Michael R. Gambrell | 13,340,155 (94.74%) | 740,164 (5.26%) | 814,945 | ||||||||
| Bobby Griffin | 13,361,716 (96.81%) | 448,603 (3.19%) | 814,945 | ||||||||
| Terry L. Johnston | 13,717,350 (97.42%) | 362,969 (2.58%) | 814,945 | ||||||||
| Linda A. Livingstone | 13,599,845 (96.59%) | 480,474 (3.41%) | 814,945 | ||||||||
| Anne B. Motsenbocker | 14,051,769 (99.80%) | 28,550 (0.20%) | 814,945 | ||||||||
2.Advisory Vote on Executive Compensation. The proposal for approval, on an advisory basis, of the compensation of the Company's named executive officers received the following votes:
| Votes FOR: | 13,611,391 (96.76%) | ||||
| Votes AGAINST: | 454,538 (3.23%) | ||||
| Votes ABSTAINED: | 14,390 | ||||
| Broker Non-Votes: | 814,945 | ||||
3.Ratification of Independent Registered Public Accounting Firm. Grant Thornton LLP was ratified to serve as the Company's independent registered public accounting firm for fiscal 2027 pursuant to the following votes:
| Votes FOR: | 14,811,160 (99.45%) | ||||
| Votes AGAINST: | 81,396 (0.54%) | ||||
| Votes ABSTAINED: | 2,708 | ||||
| Broker Non-Votes: | 0 | ||||
No other matters were voted on at the Meeting.
Item 8.01 Other Events.
As previously disclosed by the Company, J. Kent Sweezey retired from the Company's Board of Directors (the "Board") at the conclusion of the Meeting, having reached the mandatory retirement age for Board members under the Company's Corporate Governance Guidelines. In connection with Mr. Sweezey's retirement, on August 27, 2026, the Board appointed Darron K. Ash to serve as Chair of the Compensation and Talent Development Committee of the Board, succeeding Mr. Sweezey.
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