ESCO TECHNOLOGIES Files 8-K on Financials & Shareholder Vote

TL;DR

**ESCO TECHNOLOGIES just dropped an 8-K with financial updates and shareholder vote results.**

AI Summary

ESCO TECHNOLOGIES INC. filed an 8-K on February 8, 2024, reporting on events that occurred on February 7, 2024. This filing indicates that the company is disclosing information related to its financial condition and operations, as well as matters submitted to a vote of security holders. This matters to investors because it signals that important financial and governance updates are being made public, which could influence the stock's valuation and future performance.

Why It Matters

This filing provides transparency on ESCO TECHNOLOGIES' recent financial performance and key decisions made by shareholders, which are crucial for investors to assess the company's health and direction.

Risk Assessment

Risk Level: low — This 8-K is a routine disclosure of financial and governance information, not indicating any immediate new risks.

Analyst Insight

A smart investor would review the full content of the 8-K, especially the detailed financial results and the outcomes of security holder votes, once the complete document is available, to understand the implications for ESCO TECHNOLOGIES INC.'s future performance and governance.

Key Numbers

• 0000866706 — Central Index Key (CIK) (Unique identifier for ESCO TECHNOLOGIES INC. with the SEC.)
• 20240207 — Conformed Period of Report (The date of the earliest event reported in the filing.)
• 16 — Public Document Count (Number of documents included in this filing.)
• 001-10596 — SEC File Number (The SEC file number for ESCO TECHNOLOGIES INC.)
• $0.01 — par value per share (The stated par value of the Common Stock.)

Key Players & Entities

• ESCO TECHNOLOGIES INC. (company) — the registrant filing the 8-K
• February 7, 2024 (date) — date of earliest event reported
• February 8, 2024 (date) — filing date of the 8-K
• Missouri (company) — state of incorporation for ESCO TECHNOLOGIES INC.
• 1-10596 (dollar_amount) — Commission File Number
• 43-1554045 (dollar_amount) — I.R.S. Employer Identification No.
• 9900A Clayton Road, St. Louis, Missouri 63124-1186 (company) — address of principal executive offices
• 314-213-7200 (dollar_amount) — registrant's telephone number
• ESE (company) — trading symbol for Common Stock
• New York Stock Exchange (company) — exchange where Common Stock is registered

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share ESE New York Stock Exchan

Filing Documents

• tm245480d1_8k.htm (8-K) — 38KB
• tm245480d1_ex99-1.htm (EX-99.1) — 123KB
• tm245480d1_ex99-1img01.jpg (GRAPHIC) — 10KB
• 0001104659-24-012294.txt ( ) — 360KB
• ese-20240207.xsd (EX-101.SCH) — 3KB
• ese-20240207_lab.xml (EX-101.LAB) — 33KB
• ese-20240207_pre.xml (EX-101.PRE) — 22KB
• tm245480d1_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition Today, February 8, 2024, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2024 first quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders The 2024 Annual Meeting of the Registrant's stockholders was held on February 7, 2024. Each of the 25,805,172 shares of common stock entitled to vote at the meeting was entitled to one vote on each matter voted on at the meeting. The affirmative vote of a majority of the shares represented in person or by proxy at the meeting was required to elect each director and to approve each of the other proposals considered at the meeting. The vote totals below are rounded down to the nearest whole share, and Broker Non-Votes are not considered to be entitled to vote on the matter in question and are therefore not counted in determining the number of votes required for approval. At the meeting, there were 24,337,615 shares represented and entitled to vote on one or more matters at the meeting, or approximately 94.3% of the outstanding shares. The voting on each of the proposals was as follows: Proposal 1 – Election of Directors (for terms expiring at the 2027 Annual Meeting): Nominee "For" "Withhold" Broker Non-Votes Percent of Shares Represented and Entitled to Vote on the Nominee Voting "For" Percent of all Outstanding Shares Voting "For" Janice L. Hess 20,461,572 3,442,275 433,768 85.6% 79.3% Bryan H. Sayler 23,816,591 87,255 433,768 99.6% 92.3% Because each nominee received a majority of the shares represented at the meeting and entitled to vote on the nominee, the nominees were duly elected. Proposal 2 – Advisory vote on the resolution to approve the compensation of the Registrant's executive officers ("Say on Pay"): "For" "Against" "Abstain" Broker Non-Votes Percent of Shares Represented and Entitled to Vote on the Proposal Voting "For" Percent of all Outstanding Shares Voting "For" 23,574,493 318,647 10,706 433,768 98.6% 91.4% Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure Today, February 8, 2024, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2024 first quarter financial and operating results. The press release will be posted on the Registrant's investor website (https://investor.escotechnologies.com), although the Registrant reserves the right to discontinue that availability at any time. The Registrant will conduct a related webcast conference call today at 4:00 p.m. Central Time. The conference call webcast will be available on the Registrant's investor website (https://investor.escotechnologies.com). A slide presentation will be utilized during the call and will be posted on the website prior to the call. For those unable to participate, a webcast replay will be available after the call on the website, although the Registrant reserves the right to discontinue that availability at any time.

01 Other Events

Item 8.01 Other Events At the 2023 Annual Meeting, as previously-approved and reported, James M. Stolze left the Board of Directors upon the expiration of his term as a director, and the authorized size of the Board of Directors was reduced from eight to seven directors.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release dated February 8, 2024 104 Cover Page Inline Interactive Data File Other Matters The information in this report furnished pursuant to Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 as amended ("Exchange Act") or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. References to the Registrant's web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant's web site does not constitute part of this Form 8-K or the press release. SIGNATURE 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: February 8, 2024 ESCO TECHNOLOGIES INC. By: /s/Christopher L. Tucker Christopher L. Tucker Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR