Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
L.B. Foster Company (the "Company") announced that, on December 12, 2025, Mr. Alexander B. Jones offered his resignation to the Board of Directors (the "Board"), and the Board accepted the resignation on December 15, 2025. Mr. Jones's decision does not involve any disagreement on any matter relating to the Company's operations, policies, or practices, but rather is in connection with the expiration of the Cooperation Agreement between the Company and 22NW Fund, LP, 22NW LP, 22NW Fund GP, LLC, 22NW GP, Inc. (collectively, "22NW"), Aron R. English, Bryson O. Hirai-Hadley, and Alexander B. Jones in January 2026. In connection with the acceptance of Mr. Jones's resignation, on December 15, 2025, the Board approved the reduction of the size of the Board from seven (7) members to six (6) members effective immediately.
Mr. John Kasel, CEO of the Company, remarked, "On behalf of the Board, we convey our appreciation of the support of 22NW and the contributions of Mr. Jones to the Board over his tenure, including his expertise on capital allocation and shareholder perspective."
Mr. Aron English, founder of 22NW, commented, "22NW has been pleased with the performance of its investment in the Company and remains supportive of its Board of Directors and management team. As our mutually beneficial Cooperation Agreement comes to an end, we look forward to the Company's continued success."