wms-20260716
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
ADVANCED DRAINAGE SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-36557 | 51-0105665 | |||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
4024 Green Stripe Lane | 43026 | ||||||||||
Hilliard, | Ohio | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s Telephone Number, Including Area Code: (800) 733-7473
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions A.2. below):
| ☐ | 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 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.01 par value per share | WMS | New York Stock Exchange | ||||||||||||
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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held via webcast on July 16, 2026, at 10:00 a.m. Eastern Time. Stockholders were able to participate in the Annual Meeting and vote via live webcast. Stockholders considered three proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on June 3, 2026. The final voting results are reported below.
Proposal One: Election of nine directors, including D. Scott Barbour, Anesa T. Chaibi, Michael B. Coleman, Robert M. Eversole, Alexander R. Fischer, Tanya D. Fratto, Kelly S. Gast, Manuel Perez de la Mesa, and Anil Seetharam, to serve for a one-year term until the 2027 annual meeting of stockholders, or until his or her successor has been elected and qualified.
The Company’s stockholders elected each of the nine nominees for director, and the voting results are set forth below:
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| D. Scott Barbour | 66,915,010 | 559,087 | 137,610 | 1,838,060 | ||||||||||||||||||||||
| Anesa T. Chaibi | 65,015,665 | 2,465,788 | 130,254 | 1,838,060 | ||||||||||||||||||||||
| Michael B. Coleman | 67,011,857 | 477,669 | 122,181 | 1,838,060 | ||||||||||||||||||||||
| Robert M. Eversole | 62,571,357 | 4,817,812 | 222,538 | 1,838,060 | ||||||||||||||||||||||
| Alexander R. Fischer | 60,633,237 | 6,371,121 | 607,349 | 1,838,060 | ||||||||||||||||||||||
| Tanya D. Fratto | 63,069,295 | 4,420,516 | 121,896 | 1,838,060 | ||||||||||||||||||||||
| Kelly S. Gast | 67,296,891 | 192,263 | 122,553 | 1,838,060 | ||||||||||||||||||||||
| Manuel Perez de la Mesa | 65,610,486 | 1,858,122 | 143,099 | 1,838,060 | ||||||||||||||||||||||
| Anil Seetharam | 65,610,601 | 1,851,169 | 149,937 | 1,838,060 | ||||||||||||||||||||||
Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2027.
The Company’s stockholders ratified the selection of Deloitte & Touche LLP, and the voting results are set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 62,686,364 | 6,631,324 | 132,079 | — | |||||||||||||||||
Proposal Three: Advisory vote to approve the compensation of the Company’s executive officers as disclosed in the Company’s Proxy Statement.
The Company’s stockholders gave advisory approval of the compensation of the Company’s executive officers as disclosed in the Proxy Statement, and the voting results are set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 61,978,434 | 5,183,274 | 449,999 | 1,838,060 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| ADVANCED DRAINAGE SYSTEMS, INC. | |||||||||||
| Date: July 16, 2026 | By: | /s/ Scott A. Cottrill | |||||||||
| Name: | Scott A. Cottrill | ||||||||||
| Title: | EVP, CFO & Secretary | ||||||||||