--- schema_version: "secwatch.filing_event.v1" accession: "0001564590-23-002907" form_type: "8-K" ticker: null cik: "0001782754" company_name: "AZEK Co Inc." filed_at: "2023-03-01T23:59:59+00:00" generated_at: "2026-06-18T18:33:16.133315+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # AZEK stockholders approve charter amendment to exculpate officers from liability ## Summary - Amendment to certificate of incorporation approved by 118.4M votes for, 19.6M against; effective March 1, 2023. - Amendment limits liability of certain officers in specific circumstances as permitted by Delaware law. - Stockholders also elected four Class III directors (Hendrickson, Heckes, Rosenthal, Singh) for one-year terms. - Ratified PwC as independent auditor for FY2023 with 144.4M votes for. - Advisory vote on executive compensation approved with 129.1M votes for. ## SEC filing metadata - accession: 0001564590-23-002907 - form_type: 8-K - cik: 0001782754 - company_name: AZEK Co Inc. - filed_at: 2023-03-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 3.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1782754/000156459023002907/0001564590-23-002907-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1782754/000156459023002907/azek-8k_20230228.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001564590-23-002907 - JSON: https://secwatch.observer/filing/0001564590-23-002907.json - Plain text: https://secwatch.observer/filing/0001564590-23-002907.txt ## Key facts - Governance Changes AZEK Co Inc.: Amendment to restated certificate of incorporation to add officer exculpation provision permitted by Delaware law (effective 2023-03-01). - Change: charter amendment - Effective: 2023-03-01 source text: the stockholders of the Company approved an amendment to the Company’s restated certificate of incorporation (the “Charter Amendment”) to add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law evidence_url: https://www.sec.gov/Archives/edgar/data/1782754/000156459023002907/0001564590-23-002907-index.htm - Shareholder Votes AZEK Co Inc. shareholders approved Election of Gary Hendrickson, Howard Heckes, Bennett Rosenthal and Jesse Singh to the Company's Board of Directors as Class III directors at the 2023-02-28 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-02-28 source text: Proposal No. 1: Election of Gary Hendrickson, Howard Heckes, Bennett Rosenthal and Jesse Singh to the Company’s Board of Directors The Company’s stockholders elected Messrs. Hendrickson, Heckes, Rosenthal and Singh to serve on the Company’s Board of Directors as Class III directors for a one-year term expiring at the Company’s annual meeting in 2024 by the votes indicated below. evidence_url: https://www.sec.gov/Archives/edgar/data/1782754/000156459023002907/0001564590-23-002907-index.htm - Shareholder Votes AZEK Co Inc. shareholders approved Approval of Amendment to Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law at the 2023-02-28 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-28 source text: Proposal No. 4: Approval of Amendment to Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted by Recent Amendments to Delaware Law The Company’s stockholders have approved an amendment to the Company’s certificate of incorporation to add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law. evidence_url: https://www.sec.gov/Archives/edgar/data/1782754/000156459023002907/0001564590-23-002907-index.htm - Shareholder Votes AZEK Co Inc. shareholders approved Ratification of Appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending September 30, 2023 at the 2023-02-28 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-02-28 source text: Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023 was approved by the votes indicated below. evidence_url: https://www.sec.gov/Archives/edgar/data/1782754/000156459023002907/0001564590-23-002907-index.htm - Shareholder Votes AZEK Co Inc. shareholders approved Advisory Vote on Executive Compensation at the 2023-02-28 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-02-28 source text: Proposal No. 3: Advisory Vote on Executive Compensation The Company’s stockholders approved the Company’s executive compensation by the votes indicated below. evidence_url: https://www.sec.gov/Archives/edgar/data/1782754/000156459023002907/0001564590-23-002907-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.