L.B. Foster (FSTR) 8-KDeparture of Directors or Certain Officers

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. ☐

Subject to Mr. Treacy’s execution (and non-revocation) of the Retirement Agreement, including a general release of claims against the Company and his obligations to comply with certain non-compete, non-solicitation, and non-disparagement covenants, the Compensation Committee approved Mr. Treacy’s departure from the Company as a “retirement” as provided in the Company’s applicable plans and related agreements with the following effect: (i) the accelerated vesting, to the extent unvested, of Mr. Treacy’s outstanding restricted stock awards effective on the Retirement Date; (ii) the pro-rata vesting of Mr. Treacy’s outstanding performance share unit awards effective on the Retirement Date to be paid, if earned, subject to and based on the Company’s attainment of the applicable performance goals as determined after the end of the applicable performance period; (iii) the payment, if earned, of the pro-rated annual cash incentive bonus award for the performance period of January 1, 2024 through December 31, 2024, subject to and based on the Company’s attainment of the applicable performance goals as determined after the end of such performance period; and (iv) the payment of Mr. Treacy’s accrued balance under the Company’s supplemental executive retirement plan.

The foregoing description of the Retirement Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Retirement Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2024.

At the Company’s Annual Meeting of Shareholders held on May 23, 2024 (the “Annual Meeting”), the Company’s shareholders approved the amendment and restatement of the L.B. Foster Company 2022 Equity and Incentive Compensation Plan (the “Amended Plan”). Subject to the adjustment provisions of the Amended Plan, the principal amendment to the plan was to authorize the issuance of an additional 1,070,000 shares of the Company’s common stock. The Amended Plan was previously approved by the Board on March 29, 2024, subject to shareholder approval of the Amended Plan by the Company’s shareholders at the Annual Meeting.

The foregoing description of the principal amendment to the Amended Plan does not purport to be complete and is qualified by reference to the full text of the Amended Plan, a copy of which is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.

At the Annual Meeting, the Company’s shareholders considered four proposals, each of which is described in the Company’s definitive proxy statement filed with the SEC on April 12, 2024. Results of voting with respect to the proposals submitted at the Annual Meeting are set forth below.

As a result of the shareholder vote, all of the foregoing nominees were elected to serve until the next annual meeting of shareholders.

The foregoing proposal was approved.

The foregoing proposal was approved.

The 2022 Equity and Incentive Compensation Plan (As Amended and Restated) was approved.

(d)    Exhibits

See Exhibit Index below.

*Exhibits marked with an asterisk are filed herewith.

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.