ESCO TECHNOLOGIES INC 8-K

What Happened

• ESCO Technologies Inc. (ESE) filed an 8-K on Feb. 5, 2026 announcing its fiscal 2026 first quarter financial and operating results via a press release (furnished as Exhibit 99.1) and disclosing items voted on at its 2026 Annual Meeting.
• At the meeting, 24,259,347 shares were represented (about 93.8% of the 25,874,368 shares entitled to vote). All director nominees were elected and shareholders approved the advisory “Say on Pay,” an amendment to the Employee Stock Purchase Plan (ESPP), and the ratification of Grant Thornton LLP as the company’s independent auditor. The Twelfth Amendment and Restatement of the ESCO Technologies Inc. Employee Stock Purchase Plan is filed as Exhibit 10.1.

Key Details

• Meeting turnout: 24,259,347 shares represented (≈93.8% of outstanding shares).
• Director elections (terms expiring 2029):
  • Patrick M. Dewar: 22,753,584 “For”; 840,225 “Withhold”; 665,538 broker non-votes; 96.4% of shares represented voted “For” (87.9% of all outstanding).
  • Vinod M. Khilnani: 22,799,411 “For”; 794,398 “Withhold”; 665,538 broker non-votes; 96.6% represented (88.1% of all outstanding).
  • Robert J. Phillippy: 20,609,699 “For”; 2,984,110 “Withhold”; 665,538 broker non-votes; 87.4% represented (79.7% of all outstanding).
• Advisory “Say on Pay”: 23,188,942 “For”; 383,828 “Against”; 21,038 “Abstain”; 665,538 broker non-votes — 98.3% of shares represented voted “For” (89.6% of all outstanding).
• ESPP amendment (Twelfth Amendment & Restatement): 23,349,287 “For”; 238,306 “Against”; 6,215 “Abstain”; 665,538 broker non-votes — 99.0% of shares represented voted “For” (90.2% of all outstanding). Amendment filed as Exhibit 10.1 (marked to show approved changes).
• Auditor ratification: Grant Thornton LLP ratified — 24,209,102 “For”; 33,967 “Against”; 16,278 “Abstain” (99.8% of shares represented; 93.6% of all outstanding).

Why It Matters

• The 8-K provides investors with the company’s latest quarterly operating and financial update (Q1 FY2026) and the official voting outcomes from the annual meeting.
• Strong shareholder support for director nominees, executive compensation (Say on Pay), and the ESPP amendment indicates broad investor approval of governance and compensation policies.
• Ratification of Grant Thornton LLP ensures continuity of the company’s independent audit arrangements.
• The ESPP amendment (filed as an exhibit) could affect employee equity programs and dilution metrics; investors should review Exhibit 10.1 and the Q1 press release (Exhibit 99.1) for detailed financial and plan-change specifics.