Fastenal Co. Files 8-K: Shareholder Votes & Financials

TL;DR

FASTENAL files 8-K: shareholder votes, financials, and corporate updates due April 25th.

AI Summary

On April 25, 2024, Fastenal Co. filed an 8-K report detailing the submission of matters to a vote of security holders and the filing of financial statements and exhibits. The report also noted amendments to articles of incorporation or bylaws and a change in fiscal year, though specific details on these changes were not provided in the excerpt.

Why It Matters

This filing indicates key corporate governance activities and financial reporting by Fastenal Co., which can influence investor decisions and provide insights into the company's operational and strategic direction.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain any immediate negative news or significant changes.

Key Players & Entities

• FASTENAL CO (company) — Registrant
• April 25, 2024 (date) — Date of earliest event reported
• Minnesota (location) — State of incorporation
• 507-454-5374 (phone_number) — Registrant's telephone number

FAQ

Filing Documents

• fast-20240425.htm (8-K) — 65KB
• fast04292024exhibit31.htm (EX-3.1) — 55KB
• 0000815556-24-000021.txt ( ) — 260KB
• fast-20240425.xsd (EX-101.SCH) — 2KB
• fast-20240425_lab.xml (EX-101.LAB) — 22KB
• fast-20240425_pre.xml (EX-101.PRE) — 13KB
• fast-20240425_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As reported below in Item 5.07, on April 25, 2024, the shareholders of Fastenal Company (the 'Company') approved an amendment (the 'Amendment') to the Restated Articles of Incorporation of the Company, which removed Article VI regarding supermajority approval of business combinations with certain interested parties. The Amendment was subsequently filed with the Office of the Minnesota Secretary of State and became effective on April 25, 2024. A description of the Restated Articles of Incorporation of the Company, as amended (the 'Restated Articles'), was included in the Company's proxy statement for its annual meeting of shareholders (the 'Annual Meeting') filed with the Securities and Exchange Commission on March 6, 2024. A copy of the Restated Articles is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On April 25, 2024, the Company held its Annual Meeting in Winona, Minnesota. As of the record date for the Annual Meeting, there were 572,426,650 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. There were 521,019,489 shares of Common Stock represented in person or by proxy at the Annual Meeting; therefore, a quorum was present. The following is a brief summary of each matter voted upon at the Annual Meeting: Proposal #1 – Election of directors. The election of a board of directors consisting of eleven members to serve until the next regular meeting of shareholders or until their successors have been elected and qualified. The voting results were as follows: Names of Directors Total Number of Votes For Total Number of Votes Against Total Number of Votes Abstaining Scott A. Satterlee 447,133,157 16,028,068 1,938,583 Michael J. Ancius 429,521,780 34,784,514 793,514 Stephen L. Eastman 447,841,790 16,345,840 912,178 Daniel L. Florness 458,947,150 5,458,497 694,161 Rita J. Heise 429,070,268 35,107,328 922,212 Hsenghung Sam Hsu 457,893,093 6,452,355 754,360 Daniel L. Johnson 454,868,748 9,178,795 1,052,265 Nicholas J. Lundquist 454,992,864 9,191,012 915,932 Sarah N. Nielsen 460,077,754 4,245,330 776,724 Irene A. Quarshie 462,989,716 1,325,836 784,256 Reyne K. Wisecup 453,617,984 10,722,807 759,017 There were 55,919,681 broker non-votes. Based on the votes set forth above, all of the foregoing persons were elected to serve until the next regular meeting of shareholders or until their successors have been elected and qualified. Proposal #2 – Ratification of appointment of independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows: For Against Abstain 486,091,152 31,207,365 3,720,972 Based on the votes set forth above, the selection of KPMG LLP as the Company's independent registered public a

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. INDEX TO EXHIBITS Exhibit Number Description of Document 3.1 Restated Articles of Incorporation, as amended effective as of April 25, 2024. 104 The cover page from the Current Report on Form 8-K formatted in Inline XBRL. 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. Fastenal Company (Registrant) April 30, 2024 By: /s/ SHERYL A. LISOWSKI (Date) Sheryl A. Lisowski Executive Vice President - Chief Accounting Officer and Treasurer