Northwest Pipe Company

06/13/2025 | Press release | Distributed by Public on 06/13/2025 14:16

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
At the Annual Meeting of Shareholders of NWPX Infrastructure, Inc. (the "Company") on June 12, 2025 (the "2025 Annual Meeting"), the Company's shareholders approved an amendment to the Company's Articles of Incorporation to change the corporate name from Northwest Pipe Company to NWPX Infrastructure, Inc. (the "Name Change"). On June 12, 2025, the Company effectuated the Name Change by filing articles of amendment of the Articles of Incorporation with the Oregon Secretary of State. The Company also amended its Bylaws on the same day to reflect the Name Change. Copies of the Second Amendment to Second Restated Articles of Incorporation and Amendment to Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and are incorporated by reference herein. The only change to the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws is the change of the corporate name from Northwest Pipe Company to NWPX Infrastructure, Inc. in each document.
Item 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the 2025 Annual Meeting, the Company's shareholders: (i) elected two directors; (ii) approved, on an advisory basis, the compensation paid to the Company's named executive officers; (iii) ratified the appointment of Baker Tilly US, LLP (successor by merger to Moss Adams LLP) as the Company's independent registered public accountants for the year ending December 31, 2025; and (iv) approved an amendment to the Company's Articles of Incorporation to change its name to NWPX Infrastructure, Inc. Set forth below are the voting results for each of these proposals.
Proposal 1: Election of two directors:
Nominee
For
Withheld
Broker Non-votes
Michael Franson (three-year term)
6,701,821 1,342,425 1,100,119
Irma Lockridge (three-year term) 6,354,863 1,689,383 1,100,119
Proposal 2: Advisory vote on executive compensation:
For
Against
Abstain
Broker Non-votes
7,049,809 840,298 154,139 1,100,119
Proposal 3: Ratification of the appointment of Baker Tilly US, LLP (successor by merger to Moss Adams LLP) as the Company's independent registered public accountants for the year ending December 31, 2025:
For
Against
Abstain
Broker Non-votes
8,974,643 138,661 31,061
-
Proposal 4: Amendment of the Company's Articles of Incorporation to change its name to NWPX Infrastructure, Inc.
For
Against
Abstain
Broker Non-votes
9,126,628 7,578 10,159
-
Northwest Pipe Company published this content on June 13, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 13, 2025 at 20:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io