ESCO Technologies Files 8-K with Shareholder Votes and Financial Updates

TL;DR

ESCO Tech filed an 8-K: shareholder votes coming up, plus financial and operational updates.

AI Summary

On February 4, 2025, ESCO Technologies Inc. filed an 8-K report detailing several key events. The company announced the submission of matters to a vote of its security holders, indicating upcoming shareholder decisions. Additionally, the filing included disclosures related to Regulation FD, other events, and financial statements and exhibits, suggesting updates on operational and financial conditions.

Why It Matters

This filing signals important upcoming decisions for ESCO Technologies' shareholders and provides updates on the company's financial and operational status.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and financial information, not indicating any immediate or significant risks.

Key Numbers

• 20250204 — Report Date (Earliest event reported in the 8-K filing.)
• 20250206 — Filing Date (Date the 8-K was officially filed with the SEC.)

Key Players & Entities

• ESCO TECHNOLOGIES INC. (company) — Registrant
• Missouri (location) — State of Incorporation
• 001-10596 (other) — SEC File Number
• 43-1554045 (other) — I.R.S. Employer Identification No.
• 9900A Clayton Road, St. Louis, Missouri 63124-1186 (address) — Principal Executive Offices

FAQ

Key Financial Figures

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

Filing Documents

• tm255521d1_8k.htm (8-K) — 39KB
• tm255521d1_ex99-1.htm (EX-99.1) — 178KB
• tm255521d1_ex99-1img01.jpg (GRAPHIC) — 40KB
• 0001104659-25-010118.txt ( ) — 460KB
• ese-20250204.xsd (EX-101.SCH) — 3KB
• ese-20250204_lab.xml (EX-101.LAB) — 33KB
• ese-20250204_pre.xml (EX-101.PRE) — 22KB
• tm255521d1_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition Today, February 6, 2025, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2025 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 2025 Annual Meeting of the Registrant's stockholders was held on February 4, 2025. Each of the 25,793,175 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 24,391,092 shares represented and entitled to vote on one or more matters at the meeting, or approximately 94.6% of the outstanding shares. The voting on each of the proposals was as follows: Proposal 1 – Election of Directors (for terms expiring at the 2028Annual 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" David A. Campbell 23,724,425 80,428 586,238 99.7% 92.0% Penelope M. Conner 23,574,824 230,030 586,238 99.0% 91.4% Gloria L. Valdez 22,221,416 1,576,898 592,778 93.4% 86.2% Because each nominee received a majority of the shares represented at the meeting and entitled to vote on the nominee, all of 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" 23,540,436 257,874 6,542 586,238 98.9% 91.3% Because the proposa

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure Today, February 6, 2025, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2025 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 Effective at the 2025 Annual Meeting, as previously approved and reported, Leon J. Olivier retired from 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 nine to eight 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 6, 2025 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 6, 2025 ESCO TECHNOLOGIES INC. By: /s/David M. Schatz David M. Schatz Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR