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Get filing alertsTerex shareholders approve 2026 equity incentive plan, elect 12 directors
Filed June 30, 2026 · Period ending June 25, 2026 · ~1 min read
Key Changes
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Shareholders approved new 2026 Omnibus Incentive Plan authorizing stock options, restricted stock, cash awards, and other compensation vehicles with 97.6% support (98.1M for, 2.4M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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All 12 director nominees elected with 97.7%–99.9% support; lowest approval to Sandie O'Connor and David Sachs (97.7% each), highest to Charles Dutil (99.9%).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay advisory vote passed with 98.2% approval (98.6M for, 1.8M against), indicating shareholder satisfaction with executive compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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KPMG LLP ratified as 2026 independent auditor with 99.9% support (106.2M for, 91K against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Terex held its 2026 annual meeting on June 25, with shareholders approving all proposals by wide margins. The most material outcome was approval of the 2026 Omnibus Incentive Plan, which passed with 97.6% support and provides management with a refreshed compensation toolkit including stock options, restricted stock units, and cash awards for employees and executives.
This plan replaces or supplements prior equity programs and gives the board flexibility in structuring future compensation packages. All governance items passed with healthy support levels. The 12-member board was re-elected with approval ranging from 97.7% to 99.9%, say-on-pay received 98.2% support, and the auditor ratification passed with 99.9% approval.
These results reflect routine, uncontested outcomes with no shareholder dissent warranting concern. The filing also contains an incomplete Item 5.02 reference with no substantive content, likely a formatting error with no material impact.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
8-K filing appears incomplete or truncated, disclosing only a partial Item 5.02 reference with no substantive content.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As described under
The filing contains only a partial Item 5.02 header with subsection (e) beginning 'As described under' but no further text. This suggests the filing is incomplete, truncated, or improperly formatted. Item 5.02 typically discloses officer or director changes and compensatory arrangements, but no actual event details are provided.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Terex shareholders approved a new equity incentive plan and elected 12 directors at the 2026 annual meeting.
Added in current filing · verify on EDGAR →
on June 25, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Terex Corporation (the “Company”), the Company’s stockholders approved the Terex Corporation 2026 Omnibus Incentive Plan (the “Omnibus Plan”).
The Omnibus Plan provides for incentive compensation in the form of (i) options to purchase stock, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units, (v) other stock awards, (vi) cash awards and (vii) performance awards.
Shareholders approved a new omnibus equity incentive plan that authorizes seven types of compensation awards including stock options, restricted stock, and cash awards. The plan passed with 98,052,459 votes for versus 2,406,094 against (97.6% of votes cast, 92.4% of shares outstanding based on the 106.3M total votes cast across all proposals). This provides management with a refreshed toolkit for employee and executive compensation.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Proposal 1: Election of Directors:
Jean Marie "John" Canan 100,158,485 302,995 44,307 5,795,483
David Dauch 100,144,508 316,858 44,421 5,795,483
Donald DeFosset 98,610,708 1,838,029 57,050 5,795,483
Charles Dutil 100,338,736 117,078 49,973 5,795,483
Simon Meester 100,290,716 133,680 81,391 5,795,483
Maureen O'Connell 100,231,864 230,241 43,682 5,795,483
Sandie O'Connor 98,171,434 2,284,522 49,831 5,795,483
Srikanth Padmanabhan 100,321,418 128,280 56,089 5,795,483
Andra Rush 99,935,196 521,229 49,362 5,795,483
David Sachs 98,169,635 2,287,309 48,843 5,795,483
Seun Salami 100,318,732 139,428 47,627 5,795,483
Kathleen Steele 100,149,942 309,502 46,343 5,795,483
All twelve director nominees were elected with support ranging from 97.7% to 99.9% of votes cast. The lowest support went to Sandie O'Connor (97.7%) and David Sachs (97.7%), while the highest went to Charles Dutil (99.9%). All directors received support from 92.4% to 94.5% of shares outstanding. This represents routine, healthy approval levels for an uncontested board election.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 3, 2026 · How we verify