L.B. Foster Company (FSTR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, in a virtual-only format, with voting on director elections, auditor ratification, and executive compensation advisory approval.

• Shareholders of record as of March 19, 2026, are entitled to vote; quorum requires a majority of shares present or represented by proxy.

• Forward-looking statements address risks including economic conditions, regulatory changes, supply chain, cybersecurity, and geopolitical events.

Voting matters and shareholder proposals

• Election of six directors for one-year terms; all nominees are current directors with diverse industry and governance experience.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.

• Advisory vote on 2025 executive compensation; annual say-on-pay vote to continue through at least 2029.

• Shareholders may submit proposals or director nominations for the 2027 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent under Nasdaq rules; separation of Chairman and CEO roles.

• Board committees include Audit, Compensation, Nomination and Governance, and a select ad hoc Corporate Responsibility Committee.

• Board and committees met regularly in 2025, with 100% attendance.

• Board composition reflects a mix of skills, backgrounds, and diversity; ongoing director education and annual board assessments.