ASTEC INDUSTRIES INC
For the period ended Apr 25, 2025. Filed Mar 14, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2025 · Filed Mar 14, 2025
Contents
Proxy Statement Summary
1 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2025
PROXY STATEMENT
SUMMARY
We are providing these materials in connection with the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting,” or the “Annual Meeting”) of Astec Industries, Inc. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting as it contains important information about matters upon which you are being asked to vote.
2025 Annual Meeting of Shareholders
| | Date and Time | | | Record Date | | | Location | |
|---|---|---|---|---|---|---|---|---|
| | April 25, 2025 at 10:00 a.m. EDT | | | February 27, 2025 | | | This year’s meeting will be a virtual Annual Meeting at https://web.viewproxy.com/astec/2025 | |
Agenda and Voting Recommendations
| | Proposal | | | BoardRecommendation | |
|---|---|---|---|---|---|
| | 1 To re-elect to our Board of Directors the three director nominees named herein to serve for three-year terms or until their successor is duly elected and qualified. | | | FOR eachnominee | |
| | 2 To vote on a non-binding resolution to approve the compensation of the Company’s named executive officers. | | | FOR | |
| | 3 To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year 2025. | | | FOR | |
| | 4 To approve the Astec Industries, Inc. 2025 Equity Incentive Plan. | | | FOR | |
Board of Director Nominees
The following table provides summary information about each director nominee. Each director nominee is standing for election for a three-year term or until their successor is duly elected and qualified. All director nominees are current directors.
| | Name | | | Age | | | DirectorSince | | | Principal Occupation | | | Committee | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Tracey H. Cook | | | 57 | | | 2018 | | | SVP, Strategic HR Business Partner of Fluor Corporation | | | Audit Committee (Chair) Compensation Committee | |
| | Mary L. Howell | | | 72 | | | 2019 | | | CEO of Howell Strategy Group | | | Nominating and Corporate Governance Committee (Chair) | |
| | Linda I. Knoll | | | 64 | | | 2022 | | | Former CHRO of Fiat Chrysler Automobiles and CNH Industrial | | | Compensation Committee (Chair) Nominating and Corporate Governance Committee | |
Corporate Governance Highlights
Strong corporate leadership of the highest ethics and integrity has long been a major focus of the Company’s Board and management. All of our directors other than Mr. van der Merwe, our CEO, are independent directors under Nasdaq Rules and our Corporate Governance Guidelines. These independent directors also meet in executive session at least four times a year after each quarterly board meeting.
Additional details about our approach to corporate governance are described below in “Corporate Governance, the Board and its Committees.”
2 Astec Industries, Inc. | Notice of Annual Meeting and Proxy Statement 2025
Environmental and Social Responsibility Highlights
For years we have created products and acted in a way that is socially responsible. Our product development process also includes checks for energy efficiency and environmental impact in early stages of each project. Additional details about our commitment to environmental and social responsibility can be found below in “Commitment to Environmental and Social Responsibilities.”
Shareholder Engagement Highlights
The Company oversees a rigorous, deliberate and comprehensive shareholder engagement process that builds better lines of communication between investors and management. In calendar year 2024, we participated in five investor conferences and non-deal roadshows and conducted 118 one-on-one meetings with investors and research analysts.
Additional details about our shareholder engagement process and year-round engagement cycle can be found below in “Shareholder Engagement.”
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.