UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 30, 2026
ESCO TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
| Missouri | 1-10596 | 43-1554045 |
| (State or Other | (Commission | (I.R.S. Employer |
| Jurisdiction of Incorporation) | File Number) | Identification No.) |
| 645 Maryville Centre Drive, Suite 300, St. Louis, Missouri | 63141-5855 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 314-213-7200
Securities registered pursuant to section 12(b) of the Act:
| Name of each exchange | ||||
| Title of each class | Trading Symbol(s) | on which registered | ||
| Common Stock, par value $0.01 per share | ESE | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))
¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.113d-4 (c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition |
Today, February 5, 2026, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2026 Annual Meeting of the Registrant’s stockholders was held on January 30, 2026. Each of the 25,874,368 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 24,259,347 shares represented and entitled to vote on one or more matters at the meeting, or approximately 93.8% of the outstanding shares. The voting on each of the proposals was as follows:
Proposal 1 – Election of Directors (for terms expiring at the 2029 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” | |||||
| Patrick M. Dewar | 22,753,584 | 840,225 | 665,538 | 96.4% | 87.9% | |||||
| Vinod M. Khilnani | 22,799,411 | 794,398 | 665,538 | 96.6% | 88.1% | |||||
| Robert J. Phillippy | 20,609,699 | 2,984,110 | 665,538 | 87.4% | 79.7% |
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” | |||||
| 23,188,942 | 383,828 | 21,038 | 665,538 | 98.3% | 89.6% |
Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.
Proposal 3 – Amendment to the Company’s Employee Stock Purchase plan as described in the Proxy Statement for the Meeting and attached hereto as Exhibit 10.1:
| “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” | |||||
| 23,349,287 | 238,306 | 6,215 | 665,538 | 99.0% | 90.2% |
Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.
Proposal 4 – Ratification of the Registrant’s appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the 2026 fiscal year:
| “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” | |||||
| 24,209,102 | 33,967 | 16,278 | 0 | 99.8% | 93.6% |
Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.
| Item 7.01 | Regulation FD Disclosure |
Today, February 5, 2026, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results, and the Registrant will conduct a related webcast conference call today at 4:00 p.m. Central Time. 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 conference call webcast may also be accessed through the Registrant’s investor website, and 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.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1 | Twelfth Amendment and Restatement of the ESCO Technologies Inc. Employee Stock Purchase Plan, marked to show changes approved at the 2026 Annual Meeting |
| 99.1 | Press Release dated February 5, 2026 |
| 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 website 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 website. Information contained on the Registrant’s website 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 5, 2026 | ||
| ESCO TECHNOLOGIES INC. | ||
| By: | /s/ David M. Schatz | |
| David M. Schatz | ||
| Senior Vice President, General Counsel and Secretary | ||