Results of Operations and Financial Condition · Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
Item 2.02 Results of Operations and Financial Condition Today, February 5, 2026, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.
Filed Feb 5, 2026Accepted Feb 5, 2026, 4:15 PM ESTCIK 866706Accession 0001104659-26-010899
ESCO Technologies is a global provider of highly engineered products and solutions serving diverse end-markets. It manufactures filtration and fluid control products, advanced composites, as well as signature and power management solutions for aviation, Navy, and industrial customers. ESCO is an industry leader in designing and manufacturing RF test and measurement products and systems; and provides diagnostic instruments, software and services to industrial power users and the electric utility and renewable energy industries. Headquartered in St. Louis, Missouri, ESCO and its subsidiaries have offices and manufacturing facilities worldwide. For more information on ESCO and its subsidiaries, visit ESCO’s website at www.escotechnologies.com.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition
Today, February 5, 2026, the Registrant is issuing a press release
(furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results. See Item 7.01, Regulation
FD Disclosure, below.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2026 Annual Meeting of the Registrant’s stockholders was
held on January 30, 2026. Each of the 25,874,368 shares of common stock entitled to vote at the meeting was entitled to one vote on each
matter voted on at the meeting. The affirmative vote of a majority of the shares represented in person or by proxy at the meeting was
required to elect each director and to approve each of the other proposals considered at the meeting. The vote totals below are rounded
down to the nearest whole share, and Broker Non-Votes are not considered to be entitled to vote on the matter in question and are therefore
not counted in determining the number of votes required for approval.
At the meeting, there were 24,259,347 shares represented and entitled
to vote on one or more matters at the meeting, or approximately 93.8% of the outstanding shares. The voting on each of the proposals was
as follows:
Proposal 1 - Election of
Directors (for terms expiring at the 2029 Annual Meeting):
Nominee “For” “Withhold” Broker Percent of Shares Percent of all
Non-Votes Represented and Outstanding
Entitled to Vote Shares
on the Nominee Voting “For”
Voting “For”
Patrick M. Dewar 22,753,584 840,225 665,538 96.4% 87.9%
Vinod M. Khilnani 22,799,411 794,398 665,538 96.6% 88.1%
Robert J. Phillippy 20,609,699 2,984,110 665,538 87.4% 79.7%
Because each nominee received a majority of the shares represented
at the meeting and entitled to vote on the nominee, all of the nominees were duly elected.
Proposal 2 - Advisory vote
on the resolution to approve the compensation of the Registrant’s executive officers (“Say on Pay”):
“For” “Against” “Abstain” Broker Percent of Shares Percent of all
Non-Votes Represented and Outstanding
Entitled to Vote Shares
on the Proposal Voting “For”
Voting “For”
23,188,942 383,828 21,038 665,538 98.3% 89.6%
Because the proposal received a majority of the shares represented
at the meeting and entitled to vote on the matter, it was duly approved.
Proposal 3 - Amendment
to the Company’s Employee Stock Purchase plan as described in the Proxy Statement for the Meeting and attached hereto as Exhibit
10.1:
“For” “Against” “Abstain” Broker Percent of Shares Percent of all
Non-Votes Represented and Outstanding
Entitled to Vote Shares
on the Proposal Voting “For”
Voting “For”
23,349,287 238,306 6,215 665,538 99.0% 90.2%
Because the proposal received a majority of the shares represented
at the meeting and entitled to vote on the matter, it was duly approved.
Proposal 4 - Ratification
of the Registrant’s appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for
the 2026 fiscal year:
“For” “Against” “Abstain” Broker Percent of Shares Percent of all
Non-Votes Represented and Outstanding
Entitled to Vote Shares
on the Proposal Voting “For”
Voting “For”
24,209,102 33,967 16,278 0 99.8% 93.6%
Because the proposal received a majority of the shares represented
at the meeting and entitled to vote on the matter, it was duly approved.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
Today, February 5, 2026, the Registrant is issuing a press release
(furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results, and the Registrant
will conduct a related webcast conference call today at 4:00 p.m. Central Time. The press release will be posted on the Registrant’s
investor website (https://investor.escotechnologies.com), although the Registrant reserves the right to discontinue that availability
at any time. The conference call webcast may also be accessed through the Registrant’s investor website, and a slide presentation
will be utilized during the call and will be posted on the website prior to the call. For those unable to participate, a webcast replay
will be available after the call on the website, although the Registrant reserves the right to discontinue that availability at any time.
Filed exhibits (1)
EX-99.1 (by filename) tm264950d1_ex99-1.htm
Exhibit 99.1
NEWS
FROM
For more information contact:
Kate Lowrey - VP of Investor Relations
(314) 213-7277 / klowrey@escotechnologies.com
ESCO REPORTS
FIRST QUARTER FISCAL 2026 RESULTS
- Q1 Sales
increase 35% to $290 Million
- Q1 Entered
Orders increase 143% to $557 Million
- Q1 GAAP
EPS from Continuing Operations increases 41% to $1.11 -
- Q1 Adjusted
EPS from Continuing Operations increases 73% to $1.64 -
ST. LOUIS, February 5, 2026 -
ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the first quarter ended December 31,
2025 (Q1 2026).
Operating Highlights
Q1
2026 Sales increased $75 million (35.0 percent) to $290 million compared to $215 million
in Q1 2025. Q1 2026 organic sales increased $24 million (11.4 percent) and Maritime contributed
$51 million (23.6 percent) of revenue growth in the quarter.
Q1
2026 GAAP EPS from Continuing Operations increased 40.5 percent to $1.11 per share compared
to $0.79 per share in Q1 2025. Q1 2026 Adjusted EPS from Continuing Operations increased
72.6 percent to $1.64 per share compared to $0.95 per share in Q1 2025.
Q1
2026 Entered Orders increased $328 mill…