ASTEC INDUSTRIES INC (ASTE)
Sector: Industrials
2026 Annual Meeting Analysis
ASTEC INDUSTRIES INC · Meeting: April 24, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Jain has served since 2022 (over 24 months but under 3 years), brings 30+ years of relevant industrial manufacturing and technology leadership experience, and the TSR underperformance gap of -45.6pp versus PSCI does not trigger a No vote because Astec's 3-year return is strong positive (29.2%), requiring a 65pp gap to trigger, which is not met.
Van der Merwe has served as CEO and director since January 2023 (approximately 38 months), but the TSR underperformance gap of -45.6pp versus PSCI does not trigger a No vote because Astec's 3-year return is strong positive (29.2%), requiring a 65pp threshold to trigger, which is not met; he also brings deep industry-specific operational expertise as the sitting CEO.
Both Class I nominees pass all policy screens: the TSR underperformance gap versus PSCI (−45.6pp) falls short of the 65pp threshold required to trigger a No vote given Astec's strong positive 3-year return of 29.2%; no overboarding, attendance, independence, or qualifications concerns are identified for either nominee.
Say on Pay
✓ FORCEO
Jaco G. van der Merwe
Total Comp
$4,030,731
Prior Support
97%%
The CEO's total pay of approximately $4.03 million is reasonable for a $1.2B industrial manufacturer and does not appear to exceed the +20% CEO threshold versus peers at comparable size and sector. The pay program is well-structured, with roughly 79% of the CEO's reported compensation coming from variable sources — a cash bonus tied to adjusted EBITDA and working capital turnover, and long-term equity awards (65% performance stock awards, 35% time-vested stock awards) tied to adjusted ROIC and relative total shareholder return over a three-year period — which satisfies the 50–60% variable pay threshold. Prior-year shareholder support was overwhelming at 97%, the company has a meaningful clawback policy adopted in October 2023, and no red flags are present in plan design or pay level.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not provide a numerical fee table or auditor tenure disclosure in the extracted text, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per policy, when tenure is not disclosed the default is FOR, and with no confirmed fee data no independence concern can be established; Deloitte is a Big 4 firm appropriate for Astec's $1.2B market cap.
Actual Vote Results
Meeting held April 24, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Jaco G. van der Merwe | 99.3% | 19.8M | 131,919 | ✓ Elected |
| Nalin Jain | 97.9% | 19.5M | 412,075 | ✓ Elected |
Broker non-votes: 1.2M
Say on Pay
For 19.6M · Against 221,611 · Abstain 103,259
Auditor Ratification
For 21.1M · Against 37,004 · Abstain 11,839
Overall Assessment
Astec's 2026 annual meeting presents a clean three-proposal ballot — director elections, say on pay, and auditor ratification — with no stockholder proposals and no significant governance concerns identified. All proposals warrant a FOR vote: the two director nominees pass TSR and qualifications screens, the CEO pay program is performance-oriented and reasonably sized with 97% prior-year support, and Deloitte is an appropriate auditor for the company's size and complexity.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing