Terex Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$TEX
Construction/Ag Equipment/Trucks
Industrials
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) May 14, 2025
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 14, 2025, the Board of Directors of Terex Corporation (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), effective as of such date.
The modifications contained in the Bylaws include, among other things, the following:
•updating of provisions related to procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings;
•requiring that a stockholder soliciting proxies from other stockholders use a proxy card color other than white;
•conforming certain provisions to recent amendments to the Delaware General Corporation Law;
•updating the state law exclusive forum provision to specify the Delaware Court of Chancery; and
•incorporating various other updates and administrative, technical, clarifying and conforming changes.
The foregoing summary of the amendments to the Corporation’s Bylaws does not purport to be complete and is qualified in all respects by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company’s Annual Meeting was held on May 14, 2025.
(b) At the Annual Meeting, the Company’s stockholders (i) elected Paula H. J. Cholmondeley, Donald DeFosset, Simon Meester, Sandie O’Connor, Christopher Rossi, Andra Rush, David A. Sachs and Seun Salami to the Company’s Board of Directors until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) approved in an advisory vote the compensation of the Company’s named executive officers, and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
The voting results for each matter submitted to a vote of stockholders at the Company’s Annual Meeting were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
Proposal 1: Election of Directors: | |||||||||||||||||||||||
| Paula H. J. Cholmondeley | 57,370,806 | 878,304 | 26,612 | 4,262,508 | |||||||||||||||||||
| Donald DeFosset | 56,292,116 | 1,955,205 | 28,401 | 4,262,508 | |||||||||||||||||||
| Simon Meester | 57,540,556 | 700,993 | 34,173 | 4,262,508 | |||||||||||||||||||
| Sandie O'Connor | 56,270,983 | 1,977,336 | 27,403 | 4,262,508 | |||||||||||||||||||
| Christopher Rossi | 57,069,290 | 1,177,833 | 28,599 | 4,262,508 | |||||||||||||||||||
| Andra Rush | 57,095,976 | 1,151,919 | 27,827 | 4,262,508 | |||||||||||||||||||
| David Sachs | 56,319,634 | 1,928,029 | 28,059 | 4,262,508 | |||||||||||||||||||
| Seun Salami | 58,063,301 | 154,167 | 58,254 | 4,262,508 | |||||||||||||||||||
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| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
Proposal 2: Advisory vote on the compensation of the Company’s named executive officers | 56,419,026 | 1,793,940 | 62,756 | 4,262,508 | |||||||||||||||||||
| 1 Year | 2 Years | 3 Years | Abstain | ||||||||||||||||||||
Proposal 3:Ratification of the selection of KPMG LLP as independent registered public accounting firm for the Company for 2025 | 62,386,892 | 107,924 | 43,414 | -0- | |||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
Date: May 16, 2025
| TEREX CORPORATION | ||
By: /s/Scott J. Posner | ||
| Scott J. Posner | ||
| Senior Vice President | ||
| Secretary and General | ||
| Counsel | ||
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