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): July 16, 2026
SMITH-MIDLAND CORPORATION |
(Exact Name of Registrant as Specified in Charter) |
Delaware |
| 1-13752 |
| 54-1727060 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
P.O. Box 300, 5119 Catlett Road
Midland, Virginia 22728
(Address of principal executive offices)
(540) 439-3266
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
Common Stock, $0.01 par value per share |
| SMID |
| NASDAQ |
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 5.07 Submission of Matters to A Vote of Security Holders
The Company held its Annual Meeting of Stockholders on July 16, 2026. The final results of the voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:
Proposal No. 1.
The Board of Directors’ nominees were elected to serve as directors until the next Annual Meeting or until each of their respective successors is duly elected and qualified by the votes set forth below:
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| For |
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| Withheld |
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Ashley B. Smith |
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| 2,795,320 |
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| 3,350 |
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James Russell Bruner |
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| 2,719,138 |
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| 79,531 |
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Matthew I. Smith |
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| 2,731,978 |
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| 66,691 |
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Read Van de Water |
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| 2,679,418 |
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| 119,251 |
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Richard Gerhardt |
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| 2,738,971 |
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| 59,699 |
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Proposal No. 2.
The Stockholders approved the Smith-Midland Corporation 2026 Equity Incentive Plan by the votes set forth below:
For |
| Against |
| Abstain |
2,766,357 |
| 31,184 |
| 1,130 |
Proposal No. 3.
The Stockholders ratified the selection of BDO USA, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026 by the votes set forth below:
For |
| Against |
| Abstain |
2,718,017 |
| 80,654 |
| 0 |
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SIGNATURES
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: July 22, 2026 |
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| SMITH-MIDLAND CORPORATION |
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| By: | /s/ Dominic L. Hunter |
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| Dominic L. Hunter Chief Financial Officer |
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