---
schema_version: "secwatch.filing_event.v1"
accession: "0000815556-24-000021"
form_type: "8-K"
ticker: "FAST"
cik: "0000815556"
company_name: "FASTENAL CO"
filed_at: "2024-04-30T23:59:59+00:00"
generated_at: "2026-06-03T05:06:13.132043+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Fastenal shareholders remove supermajority vote requirement for business combinations

## Summary
- Removal of Article VI supermajority provision approved with 461M votes for (99.5% of votes cast); effective April 25, 2024.
- All 11 director nominees elected; support ranged from 85% (Michael Ancius) to 98% (Irene Quarshie).
- KPMG LLP ratified as independent auditor for 2024 with 486M votes for, 31M against.
- Advisory executive compensation proposal passed with 430M votes for (92.7% of votes cast), 33M against.
- Shareholder proposal for simple majority vote not properly presented; if voted, it would have failed (188M for, 271M against).

## SEC filing metadata
- accession: 0000815556-24-000021
- form_type: 8-K
- ticker: FAST
- cik: 0000815556
- company_name: FASTENAL CO
- filed_at: 2024-04-30T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/815556/000081555624000021/0000815556-24-000021-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/815556/000081555624000021/fast-20240425.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000815556-24-000021
- JSON: https://secwatch.observer/filing/0000815556-24-000021.json
- Plain text: https://secwatch.observer/filing/0000815556-24-000021.txt

## Key facts
- Governance Changes
  FASTENAL CO: Removed Article VI regarding supermajority approval of business combinations with certain interested parties (effective 2024-04-25).
  - Change: charter amendment
  - Effective: 2024-04-25
  source text: on April 25, 2024, the shareholders of Fastenal Company (the 'Company') approved an amendment (the 'Amendment') to the Restated Articles of Incorporation of the Company, which removed Article VI regarding supermajority approval of business combinations with certain interested parties.
  evidence_url: https://www.sec.gov/Archives/edgar/data/815556/000081555624000021/0000815556-24-000021-index.htm
- Shareholder Votes
  FASTENAL CO shareholders rejected Consideration of a shareholder proposal relating to simple majority vote at the 2024-04-25 meeting.
  - Outcome: failed
  - Meeting: 2024-04-25
  source text: Proposal #5 - Consideration of a shareholder proposal relating to simple majority vote.
  evidence_url: https://www.sec.gov/Archives/edgar/data/815556/000081555624000021/0000815556-24-000021-index.htm
- Shareholder Votes
  FASTENAL CO shareholders approved Approval of an amendment to the Company's Restated Articles of Incorporation to delete Article VI regarding supermajority approval of business combinations with certain interested parties at the 2024-04-25 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2024-04-25
  source text: Proposal #4 - Approval of an amendment to the Company's Restated Articles of Incorporation to delete Article VI regarding supermajority approval of business combinations with certain interested parties.
  evidence_url: https://www.sec.gov/Archives/edgar/data/815556/000081555624000021/0000815556-24-000021-index.htm
- Shareholder Votes
  FASTENAL CO shareholders approved Election of directors at the 2024-04-25 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-04-25
  source text: Proposal #1 – Election of directors. The election of a board of directors consisting of eleven members to serve until the next regular meeting of shareholders or until their successors have been elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/815556/000081555624000021/0000815556-24-000021-index.htm
- Shareholder Votes
  FASTENAL CO shareholders approved Advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting at the 2024-04-25 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-04-25
  source text: Proposal #3 – An advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/815556/000081555624000021/0000815556-24-000021-index.htm
- Shareholder Votes
  FASTENAL CO shareholders approved Ratification of appointment of independent registered public accounting firm for the fiscal year ending December 31, 2024 at the 2024-04-25 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-04-25
  source text: Proposal #2 – Ratification of appointment of independent registered public accounting firm for the fiscal year ending December 31, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/815556/000081555624000021/0000815556-24-000021-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.