Astec Industries (ASTE) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 24, 2026, with shareholders able to vote and submit questions online.

• The agenda includes re-election of two directors, an advisory vote on executive compensation, and ratification of the external auditor.

• The board chair is retiring after 25 years; an independent director will succeed him.

• Shareholder engagement included seven conferences and 104 one-on-one meetings in 2025.

Voting matters and shareholder proposals

• Shareholders will vote on re-electing two director nominees for three-year terms.

• Advisory vote on executive compensation (say-on-pay) is included.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026 is proposed.

• Shareholder proposals for the 2027 meeting must be submitted by November 13, 2026.

Board of directors and corporate governance

• Board will reduce to nine members after the chair's retirement; eight of nine directors are independent.

• Board diversity includes four female/ethnically diverse directors; average tenure is four years.

• Board committees (Audit, Compensation, Nominating/Governance) are fully independent.

• Board refreshment since 2018 added nine independent directors, including three women and one ethnically diverse member.

• Directors must retire at 75 unless waived by the board.