Advanced Drainage Systems Stockholders Elect Nine Directors and Ratify Auditor at 2026 Annual Meeting

Director Election Results and Board Composition

Advanced Drainage Systems' stockholders elected all nine director nominees to serve one-year terms until the 2027 annual meeting of stockholders or until their successors have been duly elected and qualified. The elected directors are D. Scott Barbour, Anesa T. Chaibi, Michael B. Coleman, Robert M. Eversole, Alexander R. Fischer, Tanya D. Fratto, Kelly S. Gast, Manuel Perez de la Mesa, and Anil Seetharam. Each nominee received substantial stockholder support, with voting results demonstrating broad approval across the board composition.

The director with the highest vote total was Kelly S. Gast, who received 67,296,891 votes in favor, with only 192,263 votes cast against and 122,553 abstentions. Michael B. Coleman received 67,011,857 votes in favor. The director receiving the lowest vote total among those elected was Alexander R. Fischer, who garnered 60,633,237 votes in favor, while also receiving the highest number of votes cast against among the nine nominees at 6,371,121. The voting results indicate varying levels of investor support across individual board members, though all candidates exceeded the threshold required for election.

Auditor Ratification and Accounting Oversight

Stockholders of Advanced Drainage Systems ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2027. The ratification received overwhelming support, with 62,686,364 votes cast in favor, 6,631,324 votes cast against, and 132,079 abstentions. No broker non-votes were reported for this proposal, indicating that brokers voted these shares or that the proposal fell outside their discretionary authority limits.

The strong affirmative vote for audit firm ratification reflects stockholder confidence in the company's accounting and financial reporting processes. Deloitte & Touche LLP will continue to serve as the company's independent auditor, responsible for examining the company's financial statements and internal control structures for the upcoming fiscal year. This appointment is a routine governance matter that demonstrates the company's commitment to maintaining independent oversight of its financial reporting practices.

Executive Compensation Advisory Approval

The company's stockholders provided advisory approval of the compensation of the company's executive officers as disclosed in the proxy statement filed with the Securities and Exchange Commission on June 3, 2026. This advisory vote, often referred to as a "say-on-pay" vote, received 61,978,434 votes in favor, 5,183,274 votes cast against, and 449,999 abstentions. The strong affirmative vote demonstrates investor acceptance of the company's executive compensation structure and policies as presented to the shareholder base.

Advisory votes on executive compensation are non-binding but provide important feedback to the board of directors regarding stockholder sentiment on pay practices and governance decisions. The substantial approval margin suggests that investors found the disclosed compensation arrangements, incentive structures, and benefits packages to be reasonable and aligned with company performance and industry standards. Advanced Drainage Systems will likely continue monitoring stockholder feedback on compensation matters in future proxy seasons.

Meeting Format and Stockholder Participation

Advanced Drainage Systems conducted its 2026 Annual Meeting of Stockholders entirely via webcast on July 16, 2026, at 10:00 a.m. Eastern Time, allowing stockholders to participate and vote remotely. This virtual meeting format reflects modern corporate governance practices that provide accessibility and convenience to the company's shareholder base regardless of geographic location. The webcast-only approach eliminated the need for physical venue logistics while maintaining full voting rights and participation opportunities for all shareholders.

The virtual meeting structure enabled stockholders to submit votes before, during, and following the meeting proceedings. Total votes cast across all three proposals, combined with broker non-votes and abstentions, reflect comprehensive shareholder participation in the company's annual governance process. The company disclosed complete voting tallies for each proposal, demonstrating transparency in reporting stockholder decisions and engagement levels on matters presented for approval.

About Advanced Drainage Systems and Its Operations

Advanced Drainage Systems, Inc. is a Delaware corporation headquartered in Hilliard, Ohio, and trades on the New York Stock Exchange under the ticker symbol WMS. The company operates in the drainage and water management sector, providing products and solutions for residential, commercial, and infrastructure applications. Advanced Drainage Systems serves diverse end markets including agriculture, construction, and environmental management, leveraging its manufacturing and distribution capabilities to deliver drainage solutions across North America.

The company's business model centers on the design, manufacturing, and distribution of corrugated plastic drainage pipes, storm drains, water collection and conveyance systems, and related products. Advanced Drainage Systems maintains manufacturing facilities and distribution networks that enable it to serve regional and national markets with engineered drainage solutions. The company's position in infrastructure-related products provides exposure to ongoing construction activity, municipal drainage projects, and agricultural water management initiatives that drive demand for its product portfolio.

Proxy Statement and Prior Governance Disclosures

Advanced Drainage Systems filed its Definitive Proxy Statement on Schedule 14A with the Securities and Exchange Commission on June 3, 2026, which provided detailed information regarding all three proposals submitted to stockholders at the annual meeting. The proxy statement included comprehensive disclosures concerning director nominees, their backgrounds and qualifications, executive compensation arrangements, audit committee matters, and other governance-related topics. Stockholders received this documentation in advance of the July 16, 2026, meeting, allowing time for review and informed voting decisions.

The proxy materials outlined the rationale for director nominations, described committee assignments and board diversity considerations, and explained the company's approach to executive compensation, including salary, bonuses, equity awards, and retirement benefits. Detailed compensation tables, performance metrics, and risk assessments related to compensation practices provided stockholders with comprehensive information necessary to make informed voting decisions on executive pay matters. These disclosures reflect the company's commitment to detailed proxy communications and shareholder transparency.

Voting Turnout and Broker Non-Vote Distribution

The total number of shares voted across the three proposals demonstrates significant stockholder engagement in the company's annual meeting process. For the director election proposal, 69,611,707 shares were voted in favor across all nine nominees (excluding broker non-votes), with an additional 1,838,060 broker non-votes representing shares held by brokers on behalf of beneficial owners who did not provide voting instructions. The presence of broker non-votes indicates that certain shareholders did not submit voting instructions to their brokers on the director election matter, which is discretionary under stock exchange rules.

The broker non-vote total of 1,838,060 shares appeared uniformly across all nine director nominees, indicating consistent non-voting across the entire slate of candidates. For the auditor ratification proposal, no broker non-votes were reported, as auditor selection typically falls within the discretionary authority of brokers to vote uninstructed shares. The compensation advisory vote included the same 1,838,060 broker non-votes as the director election, reflecting the pattern of non-instruction on board-related matters while brokers exercised discretionary authority on the auditor proposal.

Governance Continuity and Board Succession Planning

The election of all nine director nominees for one-year terms reflects the company's annual director election structure, which provides stockholders with regular opportunities to evaluate board composition and individual director performance. This approach contrasts with multi-year staggered board structures, offering greater frequency for shareholder input on governance matters and director retention decisions. The continuity of all nine nominees in the 2026 election suggests that the board composition remained consistent with prior years and that the nominating committee did not recommend significant changes to the director slate.

The voting results across individual directors reveal patterns of stockholder support that may inform future nomination decisions and board evaluation processes. While all nominees achieved election, the variation in vote totals—ranging from 60,633,237 votes for Alexander R. Fischer to 67,296,891 votes for Kelly S. Gast—indicates differing levels of stockholder enthusiasm for specific directors. The board of directors and the nominating and corporate governance committee will likely review these voting patterns as part of their ongoing assessment of board effectiveness, director contributions, and future slate composition for the 2027 annual meeting.

Compliance and Regulatory Filings

Advanced Drainage Systems filed this current report on Form 8-K on July 16, 2026, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, disclosing the results of the annual stockholder meeting held the same day. The company assigned Commission File Number 001-36557 and maintains IRS Employer Identification Number 51-0105665. The current report includes Item 5.07 regarding submission of matters to a vote of security holders and Item 9.01 regarding financial statements and exhibits, with Exhibit 104 providing the Cover Page Interactive Data File in Inline XBRL format.

This disclosure update was executed by Scott A. Cottrill, Executive Vice President, Chief Financial Officer, and Secretary of Advanced Drainage Systems, on behalf of the company. The filing represents the company's formal notification to the Securities and Exchange Commission and the investing public of the official voting results from its 2026 Annual Meeting of Stockholders. These results become part of the company's permanent disclosure record and inform investors regarding the current board composition, audit oversight arrangements, and shareholder views on executive compensation matters.