Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 18, 2024

ADVANCED DRAINAGE SYSTEMS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware		001-36557	51-0105665
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)

4640 Trueman Boulevard,			43026
Hilliard,	Ohio
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (614) 658-0050

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

WMS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Advanced Drainage Systems, Inc. (the “Company”) was held via webcast on July 18, 2024, at 10:00 a.m. Eastern Time. Stockholders were able to participate in the Annual Meeting and vote via live webcast. Stockholders considered three proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on June 5, 2024. The final voting results are reported below.

Proposal One: Election of eleven directors, including D. Scott Barbour, Anesa T. Chaibi, Michael B. Coleman, Robert M. Eversole, Alexander R. Fischer, Tanya D. Fratto, Kelly S. Gast, M.A. (Mark) Haney, Luther C. Kissam IV, Manuel Perez de la Mesa, and Anil Seetharam, to serve for a one-year term until the 2025 annual meeting of stockholders, or until his or her successor has been elected and qualified.

The Company’s stockholders elected each of the eight nominees for director, and the voting results are set forth below:


Name	For	Against	Abstentions	Broker Non-Votes
D. Scott Barbour	66,842,686	708,858	22,190	1,831,130
Anesa T. Chaibi	66,473,478	853,489	246,767	1,831,130
Michael B. Coleman	66,240,809	1,180,672	152,253	1,831,130
Robert M. Eversole	60,696,387	6,724,965	152,382	1,831,130
Alexander R. Fischer	54,850,954	12,405,433	317,347	1,831,130
Tanya D. Fratto	64,129,162	3,197,862	246,710	1,831,130
Kelly S. Gast	66,967,121	440,393	166,220	1,831,130
M.A. (Mark) Haney	66,325,442	1,095,448	152,844	1,831,130
Luther C. Kissam IV	66,435,009	672,391	466,334	1,831,130
Manuel Perez de la Mesa	66,383,729	1,037,676	152,329	1,831,130
Anil Seetharam	64,193,609	3,120,923	259,202	1,831,130

Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

The Company’s stockholders ratified the selection of Deloitte & Touche LLP, and the voting results are set forth below:


For	Against	Abstentions	Broker Non-Votes
62,060,869	7,205,591	138,404	—

Proposal Three: Advisory vote to approve the compensation of the Company’s executive officers as disclosed in the Company’s Proxy Statement.

The Company’s stockholders gave advisory approval of the compensation of the Company’s executive officers as disclosed in the Proxy Statement, and the voting results are set forth below:


For	Against	Abstentions	Broker Non-Votes
57,692,810	9,426,331	454,593	—

Item 7.01 Regulation FD Disclosure.

On July 18, 2024, the Company issued a press release regarding the election of Luther C. Kissam IV as a director. A copy of the Company’s press release is being furnished as Exhibit 99.1 and hereby incorporated by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are being furnished as part of this report:


99.1						Press Release, dated July 18, 2024, issued by Advanced Drainage Systems, Inc.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ADVANCED DRAINAGE SYSTEMS, INC.

Date: July 18, 2024	By:	/s/ Scott A. Cottrill
	Name:	Scott A. Cottrill
	Title:	EVP, CFO & Secretary

Exhibit 99.1

Advanced Drainage Systems Elects Luther C. “Luke” Kissam, IV to Board of Directors

HILLIARD, Ohio – (July 18, 2024) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and on-site septic wastewater industries, today announced that Luke Kissam has been elected to its Board of Directors at the Company’s Annual Meeting of Stockholders (“Annual Meeting”), effective immediately.

“We are pleased to welcome Luke Kissam to the ADS Board of Directors,” said Robert Eversole, Chairman of the Board of Directors. “Luke brings significant leadership and management capabilities from both his tenure as CEO of a global specialty chemicals company and his notable experience in the board room. I am confident his extensive knowledge in corporate finance, safety, risk oversight, mergers and acquisitions, and corporate governance will complement and enhance an already strong board.”

Luke Kissam currently serves as a Senior Advisor at Bernhard Capital Partners Management, LP, a middle-market services and infrastructure-focused private equity management firm. He previously served as Chairman, President and CEO of Albemarle Corporation, a global specialty chemicals company until his retirement in June 2020. Mr. Kissam joined Albemarle in 2003 as Vice President, General Counsel and Corporate Secretary and served as Senior Vice President, Manufacturing and Law, and Corporate Secretary from January 2008 until his promotion to President in March 2010. Mr. Kissam is currently a director of OGE Energy Corp (NYSE: OGE) as well as DuPont de Nemours, Inc. (NYSE: DD). He also serves on the Executive Committee of The Citadel Foundation.

Mr. Kissam graduated summa cum laude with a Bachelor of Arts degree in English from The Citadel and magna cum laude from the University of South Carolina School of Law.

About the Company

Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite septic wastewater solutions that manages the world’s most precious resource: water. ADS and its subsidiary, Infiltrator Water Technologies, provide superior stormwater drainage and onsite septic wastewater products used in a wide variety of markets and applications including commercial, residential, infrastructure and agriculture, while delivering unparalleled customer service. ADS manages the industry’s largest company-owned fleet, an expansive sales team, and a vast manufacturing network of approximately 70 manufacturing plants and 40 distribution centers. The company is one of the largest plastic recycling companies in North America, ensuring over half a billion pounds of plastic is kept out of landfills every year. Founded in 1966, ADS’ water management solutions are designed to last for decades. To learn more more, visit the Company’s website at www.adspipe.com.

For more information, please contact:

Michael Higgins

VP, Corporate Strategy & Investor Relations

(614) 658-0050

Michael.Higgins@adspipe.com

Cover	Jul. 18, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 18, 2024
Entity Registrant Name	ADVANCED DRAINAGE SYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0105665
City Area Code	614
Local Phone Number	658-0050
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	WMS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001604028
Amendment Flag	false
Entity File Number	001-36557
Entity Address, Address Line One	4640 Trueman Boulevard,
Entity Address, City or Town	Hilliard,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43026
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false