L.B. Foster Shareholders Back Board Slate, Auditor and Executive Pay at Annual Meeting

L.B. Foster (NASDAQ:FSTR) shareholders approved all matters presented at the company’s annual meeting, including the election of six directors, ratification of the company’s independent auditor and an advisory vote on executive compensation.

The meeting was chaired by Ray Betler, Chairman of the Board. Betler said shareholders attending through the web portal were able to submit questions, with responses to be posted on the company’s website. He also noted that all currently serving directors were present in person, along with Patrick Guinee, Executive Vice President, General Counsel and Corporate Secretary, and representatives of Ernst & Young, the company’s independent registered public accountant.

Quorum Established for Annual Meeting

Guinee reported that the board had called the annual meeting in compliance with the company’s bylaws and established March 19, 2026, as the record date for shareholders entitled to notice of and to vote at the meeting. He said Broadridge Financial Solutions mailed or emailed meeting materials, including the proxy statement and the company’s annual report for the year ended December 31, 2025, on or about April 10, 2026.

Tony Carideo, a representative of Broadridge Financial Solutions serving as Inspector of Election, reported that 10,458,591 shares of common stock were outstanding on the record date. More than 8,813,179 votes were present in person or by proxy, representing more than 84.26% of outstanding shares. Carideo said that constituted a quorum for the transaction of business.

Directors Elected to Board

The first item of business was the election of directors to serve until the company’s next annual meeting of shareholders and until their successors are elected and qualified. Betler identified the board’s nominees as Raymond T. Betler, John F. Kasel, John E. Kunz, David J. Meyer, Diane B. Owen and Bruce E. Thompson.

Betler said there were no additional nominations, and nominations were closed. After voting concluded, he reported that each nominee received sufficient votes to be elected by a plurality of votes cast. As a result, the full slate of board nominees was elected.

Auditor Ratification and Executive Pay Vote Approved

Shareholders also voted on the ratification of Ernst & Young LLP as L.B. Foster’s independent registered public accounting firm for 2026. Guinee read the proposed resolution approving the appointment, and Betler later reported that a majority of votes cast were in favor. The appointment of Ernst & Young was therefore approved.

The third matter presented was an advisory vote to approve the compensation paid to the company’s named executive officers. Betler reported that a majority of votes cast supported the proposal, and the advisory vote on executive compensation was approved.

Betler said any shareholder questions submitted through the web portal would be answered and posted on the company’s investor relations website under the governance tab. With no further business presented, the annual shareholders’ meeting was adjourned.

About L.B. Foster (NASDAQ:FSTR)

L.B. Foster Company is a diversified infrastructure solutions provider offering products and services to the transportation, energy, and construction markets. Founded in 1902 and headquartered in Pittsburgh, Pennsylvania, the company has built a reputation for delivering specialty materials and engineering solutions that support critical infrastructure projects across various industries.

The company’s operations are organized into three primary segments: Rail Products & Services, Construction Products, and Tubular & Energy Products.