L.B. Foster Company Announces Annual Meeting of Shareholders on May 23, 2024
Ticker: FSTR · Form: DEF 14A · Filed: Apr 12, 2024 · CIK: 352825
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Shareholder Vote, Executive Compensation, Corporate Governance
TL;DR
<b>L.B. Foster Company will hold its virtual Annual Meeting of Shareholders on May 23, 2024, to elect directors, ratify auditors, approve executive compensation, and vote on an equity plan.</b>
AI Summary
FOSTER L B CO (FSTR) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. The Annual Meeting of Shareholders for L.B. Foster Company will be held virtually on May 23, 2024, at 8:30 AM EDT. Shareholders can attend and vote at www.virtualshareholdermeeting.com/FSTR2024 using their control number. The meeting agenda includes the election of eight directors, ratification of Ernst & Young LLP as auditors, advisory approval of executive compensation, and approval of the 2022 Equity and Incentive Compensation Plan. The company is holding a virtual meeting to enhance shareholder attendance, participation, and efficiency while reducing costs and environmental impact. The filing is a Definitive Proxy Statement (DEF 14A) filed on April 12, 2024.
Why It Matters
For investors and stakeholders tracking FOSTER L B CO, this filing contains several important signals. The virtual format aims to increase shareholder participation and accessibility from anywhere globally. Key governance matters, including director elections and executive compensation, will be decided by shareholders at this meeting.
Risk Assessment
Risk Level: low — FOSTER L B CO shows low risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational disclosures that would indicate high risk.
Analyst Insight
Shareholders should review the proxy materials to understand the proposals and cast their votes for the upcoming annual meeting.
Key Numbers
- 8 — Directors (Number of directors to be elected)
- May 23, 2024 — Annual Meeting Date (Date of the Annual Meeting of Shareholders)
- 8:30 AM EDT — Meeting Time (Time of the Annual Meeting)
- 2024 — Audit Year (Year for which Ernst & Young LLP is appointed as auditor)
- 2023 — Compensation Year (Year for advisory approval of executive compensation)
Key Players & Entities
- FOSTER L B CO (company) — Filer name
- L.B. Foster Company (company) — Company name in notice
- Ernst & Young LLP (company) — Independent registered public accounting firm
- May 23, 2024 (date) — Annual Meeting date
- 2024 (date) — Fiscal year for accounting firm
- 2023 (date) — Year for executive compensation
- 2022 (date) — Equity and Incentive Compensation Plan year
- 415 Holiday Drive (address) — Company business address
FAQ
When did FOSTER L B CO file this DEF 14A?
FOSTER L B CO filed this Proxy Statement (DEF 14A) with the SEC on April 12, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by FOSTER L B CO (FSTR).
Where can I read the original DEF 14A filing from FOSTER L B CO?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by FOSTER L B CO.
What are the key takeaways from FOSTER L B CO's DEF 14A?
FOSTER L B CO filed this DEF 14A on April 12, 2024. Key takeaways: The Annual Meeting of Shareholders for L.B. Foster Company will be held virtually on May 23, 2024, at 8:30 AM EDT.. Shareholders can attend and vote at www.virtualshareholdermeeting.com/FSTR2024 using their control number.. The meeting agenda includes the election of eight directors, ratification of Ernst & Young LLP as auditors, advisory approval of executive compensation, and approval of the 2022 Equity and Incentive Compensation Plan..
Is FOSTER L B CO a risky investment based on this filing?
Based on this DEF 14A, FOSTER L B CO presents a relatively low-risk profile. The filing is a routine proxy statement with no immediate financial or operational disclosures that would indicate high risk.
What should investors do after reading FOSTER L B CO's DEF 14A?
Shareholders should review the proxy materials to understand the proposals and cast their votes for the upcoming annual meeting. The overall sentiment from this filing is neutral.
How does FOSTER L B CO compare to its industry peers?
L.B. Foster Company operates in the wholesale metals service centers and offices industry (SIC 5051). This filing is a standard proxy statement for its annual shareholder meeting.
Are there regulatory concerns for FOSTER L B CO?
This filing is made under Rule 14a-101 of the Securities Exchange Act of 1934, requiring detailed information for proxy statements.
Industry Context
L.B. Foster Company operates in the wholesale metals service centers and offices industry (SIC 5051). This filing is a standard proxy statement for its annual shareholder meeting.
Regulatory Implications
This filing is made under Rule 14a-101 of the Securities Exchange Act of 1934, requiring detailed information for proxy statements.
What Investors Should Do
- Review the proxy statement for details on director nominees and their qualifications.
- Understand the proposals regarding executive compensation and the equity plan before voting.
- Ensure voting instructions are submitted by the deadline for the May 23, 2024, Annual Meeting.
Key Dates
- 2024-05-23: Annual Meeting of Shareholders — Shareholders will vote on director elections, auditor ratification, executive compensation, and equity plan.
- 2024-04-12: DEF 14A Filing Date — Definitive Proxy Statement filed with the SEC.
Year-Over-Year Comparison
This is a DEF 14A filing, which is a definitive proxy statement. Previous filings would include preliminary proxy statements or other SEC forms.
Filing Stats: 4,348 words · 17 min read · ~14 pages · Grade level 14.3 · Accepted 2024-04-12 09:03:08
Key Financial Figures
- $7,000.00 — tion of proxies and will pay its fee of $7,000.00 plus reasonable out-of-pocket expenses.
Filing Documents
- ny20018083x1_def14a.htm (DEF 14A) — 1978KB
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- 0001140361-24-019520.txt ( ) — 4835KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION ​ ​ 36 Compensation Discussion and Analysis ​ ​ 36 COMPENSATION COMMITTEE REPORT ​ ​ 50 SUMMARY COMPENSATION TABLE - 2023, 2022, AND 2021 ​ ​ 51 GRANTS OF PLAN-BASED AWARDS IN 2023 ​ ​ 52 OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END ​ ​ 53 2023 OPTION EXERCISES AND STOCK VESTED ​ ​ 55 2023 NON-QUALIFIED DEFERRED COMPENSATION ​ ​ 55 Supplemental Executive Retirement Plan (“SERP”) ​ ​ 56 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL ​ ​ 57 Change-In-Control ​ ​ 57 Termination of Employment - Outside of a Change-in-Control ​ ​ 57 Change-In-Control and/or Related Termination of Employment ​ ​ 57 RATIO OF ANNUAL COMPENSATION FOR THE CEO TO OUR MEDIAN EMPLOYEE ​ ​ 62 PAY VERSUS PERFORMANCE ​ ​ 63 AUDIT COMMITTEE REPORT ​ ​ 67 ADDITIONAL INFORMATION ​ ​ 68 APPENDIX A: 2022 EQUITY AND INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED ​ ​ A-1 APPENDIX B: FINANCIAL METRIC DEFINITIONS AND RECONCILIATIONS ​ ​ B- 1 i TABLE OF CONTENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Proxy Statement contains “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements include any statement that does not directly relate to any historical or current fact. Sentences containing words such as “believe,” “intend,” “strive,” “seek,” “aim,” “plan,” “may,” “expect,” “should,” “could,” “anticipat