Terex Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$TEX
Construction/Ag Equipment/Trucks
Industrials
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) June 25, 2026
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As described under Item 5.07 of this Current Report, on June 25, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Terex Corporation (the “Company”), the Company’s stockholders approved the Terex Corporation 2026 Omnibus Incentive Plan (the “Omnibus Plan”).
The Omnibus Plan provides for incentive compensation in the form of (i) options to purchase stock, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units, (v) other stock awards, (vi) cash awards and (vii) performance awards. A description of the material terms of the plan is set forth in Proposal 3, under the heading “Approval of the Terex Corporation 2026 Omnibus Incentive Plan” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”), which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Omnibus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company’s Annual Meeting was held on June 25, 2026.
(b) At the Annual Meeting, the Company’s stockholders (i) elected Jean Marie “John” Canan, David Dauch, Donald DeFosset, Charles Dutil, Simon Meester, Maureen O’Connell, Sandie O’Connor, Srikanth Padmanabhan, Andra Rush, David A. Sachs, Seun Salami and Kathleen Steele to the Company’s Board of Directors until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) approved in an advisory vote the compensation of the Company’s named executive officers, (iii) approved the Omnibus Plan, and (iv) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The voting results for each matter submitted to a vote of stockholders at the Company’s Annual Meeting were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
Proposal 1: Election of Directors: | |||||||||||||||||||||||
| Jean Marie "John" Canan | 100,158,485 | 302,995 | 44,307 | 5,795,483 | |||||||||||||||||||
| David Dauch | 100,144,508 | 316,858 | 44,421 | 5,795,483 | |||||||||||||||||||
| Donald DeFosset | 98,610,708 | 1,838,029 | 57,050 | 5,795,483 | |||||||||||||||||||
| Charles Dutil | 100,338,736 | 117,078 | 49,973 | 5,795,483 | |||||||||||||||||||
| Simon Meester | 100,290,716 | 133,680 | 81,391 | 5,795,483 | |||||||||||||||||||
| Maureen O'Connell | 100,231,864 | 230,241 | 43,682 | 5,795,483 | |||||||||||||||||||
| Sandie O'Connor | 98,171,434 | 2,284,522 | 49,831 | 5,795,483 | |||||||||||||||||||
| Srikanth Padmanabhan | 100,321,418 | 128,280 | 56,089 | 5,795,483 | |||||||||||||||||||
| Andra Rush | 99,935,196 | 521,229 | 49,362 | 5,795,483 | |||||||||||||||||||
| David Sachs | 98,169,635 | 2,287,309 | 48,843 | 5,795,483 | |||||||||||||||||||
| Seun Salami | 100,318,732 | 139,428 | 47,627 | 5,795,483 | |||||||||||||||||||
| Kathleen Steele | 100,149,942 | 309,502 | 46,343 | 5,795,483 | |||||||||||||||||||
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| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
Proposal 2: Advisory vote on the compensation of the Company’s named executive officers | 98,623,406 | 1,814,075 | 68,306 | 5,795,483 | |||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
Proposal 3: Approval of the Terex Corporation 2026 Omnibus Incentive Plan | 98,052,459 | 2,406,094 | 47,234 | 5,795,483 | |||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
Proposal 4: Ratification of the selection of KPMG LLP as independent registered public accounting firm for the Company for 2026 | 106,154,545 | 90,566 | 56,159 | — | |||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
Date: June 30, 2026
| TEREX CORPORATION | ||
By: /s/Scott J. Posner | ||
| Scott J. Posner | ||
| Senior Vice President | ||
| Secretary and General | ||
| Counsel | ||
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