---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-003641"
form_type: "8-K"
ticker: "IIIN"
cik: "0000764401"
company_name: "INSTEEL INDUSTRIES INC"
filed_at: "2023-02-16T23:59:59+00:00"
generated_at: "2026-06-19T09:55:02.588769+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Insteel Industries 2023 annual meeting: all proposals pass, directors elected

## Summary
- Directors Boxley, Lloyd, and Rogers elected with votes for: 13.2M, 16.1M, 8.2M respectively; Rogers had 8.1M votes withheld.
- Say-on-pay advisory vote approved with 19.96M for vs 352K against.
- Shareholders selected 'one year' frequency for future say-on-pay votes (13.5M votes); board will continue annual advisory votes.
- Ratification of Grant Thornton as auditor for FY2023: 17.66M for, 176K against.

## SEC filing metadata
- accession: 0001437749-23-003641
- form_type: 8-K
- ticker: IIIN
- cik: 0000764401
- company_name: INSTEEL INDUSTRIES INC
- filed_at: 2023-02-16T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/764401/000143774923003641/0001437749-23-003641-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/764401/000143774923003641/iiin20230215_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-003641
- JSON: https://secwatch.observer/filing/0001437749-23-003641.json
- Plain text: https://secwatch.observer/filing/0001437749-23-003641.txt

## Key facts
- Shareholder Votes
  INSTEEL INDUSTRIES INC shareholders approved Ratification of the Appointment of Grant Thornton LLP at the 2023-02-14 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-02-14
  source text: The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2023 was ratified by the shareholders based on the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/764401/000143774923003641/0001437749-23-003641-index.htm
- Shareholder Votes
  INSTEEL INDUSTRIES INC shareholders approved Advisory Vote on the Compensation of the Company’s Executive Officers at the 2023-02-14 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-02-14
  source text: The compensation of the Company’s executive officers was approved, on an advisory basis, by the shareholders based on the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/764401/000143774923003641/0001437749-23-003641-index.htm
- Shareholder Votes
  INSTEEL INDUSTRIES INC shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation at the 2023-02-14 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-02-14
  source text: The Shareholders of the Company supported the Company’s recommendation to continue to hold advisory votes on executive compensation each year, based on the following vote: One Year Two Years Three Years Abstentions Broker Non-Votes 13,523,981 1,539,952 1,258,545 10,765 1,512,660
  evidence_url: https://www.sec.gov/Archives/edgar/data/764401/000143774923003641/0001437749-23-003641-index.htm
- Shareholder Votes
  INSTEEL INDUSTRIES INC shareholders approved Election of Directors at the 2023-02-14 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-02-14
  source text: Each of the three nominees named in the proxy statement for the Annual Meeting were elected by the shareholders to the Board of Directors (the “Board”) based on the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/764401/000143774923003641/0001437749-23-003641-index.htm

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