ESCO TECHNOLOGIES INC incurred credit facility of $500 million with JPMorgan Chase Bank, N.A. as administrative agent at Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Daily Simple SONIA Rate or Alter.
“the effectiveness of the New Credit Agreement. The New Credit Agreement provides for (a) a senior secured revolving credit facility in an initial aggregate commitment amount of $500 million (the “Revolving Credit Facility”), (b) a senior secured term loan A facility in an initial aggregate principal amount of $500 million (the “Term Loan A Facility”), and (c)”
Material Agreements
ESCO TECHNOLOGIES INC terminated Existing Credit Agreement with JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A. as Syndication Agent, Commerce Bank and TD Bank, N.A. as Co-Documentation Agents, and the Departing Lenders.
“which as noted below, will be terminated on the Acquisition Closing Date upon the effectiveness of the New Credit Agreement.”
Material Agreements
ESCO TECHNOLOGIES INC entered into New Credit Agreement with a group of banks led by JPMorgan Chase Bank, N.A. as administrative agent, Bank of America, N.A. as syndication agent, BMO Capital Markets Corp., Commerce Bank, Regions Capital Markets, a Division of Regions Bank, TD Bank, N.A. and Wells Fargo Bank, National Association as co-documentation agents valued at initial aggregate commitment amount of $500 million (effective 2026-05-29).
“On May 29, 2026, the Registrant and certain of its subsidiaries entered into Credit Agreement with a group of banks led by JPMorgan Chase Bank, N.A. as administrative agent, Bank of America, N.A. as syndication agent, BMO Capital Markets Corp., Commerce Bank, Regions Capital Markets, a Division of Regions Bank, TD Bank, N.A. and Wells Fargo Bank, National Association as co-documentation agents (the "New Credit Agreement").”
Earnings Releases
ESCO TECHNOLOGIES INC updated its Q3 FY 2026 guidance (initiated).
“Q3’26 Adjusted EPS is expected to be in the range of $2.05 - $2.15 per share (28 to 34 percent growth compared to Q3’25 Adjusted EPS).”
Earnings Releases
ESCO TECHNOLOGIES INC updated its FY 2026 guidance (raised).
“Maintaining full year FY 2026 revenue guidance of $1.29 to $1.33 billion (18 to 21 percent growth over the prior year).”
“ESCO REPORTS SECOND QUARTER FISCAL 2026 RESULTS - Q2 Sales increase 33% to $309 Million - - Q2 Entered Orders increase 42% to $378 Million - - Q2 GAAP EPS from Continuing Operations increases 26% to $1.29”
Earnings Releases
ESCO TECHNOLOGIES INC reported the second quarter of fiscal 2026 results: revenue $309 million, EPS GAAP EPS of $1.29, and Adjusted EPS of $1.91.
“The Company expects to report Q2 2026 results from Continuing Operations which include Revenue of $309 million, GAAP EPS of $1.29, and Adjusted EPS of $1.91.”
M&A Transactions
ESCO TECHNOLOGIES INC completed an acquisition involving Ultra Electronics Holdings Limited for $550 million in cash (closed 2025-04-25).
“the terms of the Purchase Agreement (as defined in Item 1.01 to the Registrant’s Current Report on Form 8-K filed July 8, 2024), the purchase price at closing was approximately $550 million in cash, subject to customary adjustments for cash, debt, working capital and transaction expenses (the “Purchase Price”). The Registrant funded the Purchase Price and the”
Penelope M. Conner was appointed as Class II Director at ESCO TECHNOLOGIES INC.
“effective October 17, 2024 the authorized size of Class II of the Company’s Board of Directors was increased from two to three members, and Penelope M. Conner became a Class II director of the Company filling the vacancy thereby created”
David A. Campbell was appointed as Class I Director at ESCO TECHNOLOGIES INC.
“David A. Campbell became a Class I director of the Company filling the vacancy thereby created”
David A. Campbell was elected as Director at ESCO TECHNOLOGIES INC.
“elected David A. Campbell, age 55, as a director to fill the vacancy thereby created, to serve for a term ending at the 2027 annual meeting of shareholders”
Penelope M. Conner was elected as Director at ESCO TECHNOLOGIES INC.
“elected Penelope M. Conner, age 60, as a director to fill the vacancy thereby created, to serve for a term ending at the 2025 annual meeting of shareholders”
Earnings Releases
ESCO TECHNOLOGIES INC reported full year fiscal 2024 results: revenue $1.02 to $1.04 billion, EPS $4.15 to $4.30. Guidance reaffirmed.
“full year adjusted earnings per share guidance is being maintained in the range of $4.15 to $4.30 (12 to 16 percent growth). This represents ESCO’s third year in a row of double-digit earnings growth. This outlook is based on sales in line with our initial guidance range of $1.02 to $1.04 billion (7 to 9 percent annual growth).”
“ESCO REPORTS SECOND QUARTER FISCAL 2024 RESULTS - Q2 Sales increase 9% to $249 Million - - Q2 GAAP EPS increases 30% to $0.90 - - Q2 Adjusted EPS increases 24% to $0.94”
Earnings Releases
ESCO TECHNOLOGIES INC reported first quarter ended December 31, 2023 (Q1 2024) results: revenue $218.3 million, EPS $0.59 per share. Guidance raised.
“ESCO REPORTS FIRST QUARTER FISCAL 2024 RESULTS - Q1 Sales increase 6% to $218 Million - - $294 Million in Q1 Orders / Book-to-bill of 1.35x - - Q1 GAAP EPS $0.59 / Adjusted EPS $0.62”
Shareholder Votes
ESCO TECHNOLOGIES INC shareholders approved Ratification of the Registrant's appointment of Grant Thornton LLP as the Registrant's independent registered public accounting firm for the 2024 fiscal year at the 2024-02-07 meeting.
“Proposal 3 – Ratification of the Registrant’s appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the 2024 fiscal year: “For” “Against” “Abstain” Broker Non-Votes Percent of Shares Represented and Entitled to Vote on the Proposal Voting “For” Percent of all Outstanding Shares Voting “For” 24,187,627 140,900 9,087 0 99.4% 93.7% Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.”
Shareholder Votes
ESCO TECHNOLOGIES INC shareholders approved Advisory vote on the resolution to approve the compensation of the Registrant's executive officers ("Say on Pay") at the 2024-02-07 meeting.
“Proposal 2 – Advisory vote on the resolution to approve the compensation of the Registrant’s executive officers (“Say on Pay”): “For” “Against” “Abstain” Broker Non-Votes Percent of Shares Represented and Entitled to Vote on the Proposal Voting “For” Percent of all Outstanding Shares Voting “For” 23,574,493 318,647 10,706 433,768 98.6% 91.4% Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.”
Shareholder Votes
ESCO TECHNOLOGIES INC shareholders approved Election of Directors (for terms expiring at the 2027 Annual Meeting) at the 2024-02-07 meeting.
“Proposal 1 – Election of Directors (for terms expiring at the 2027 Annual Meeting): Nominee “For” “Withhold” Broker Non-Votes Percent of Shares Represented and Entitled to Vote on the Nominee Voting “For” Percent of all Outstanding Shares Voting “For” Janice L. Hess 20,461,572 3,442,275 433,768 85.6% 79.3% Bryan H. Sayler 23,816,591 87,255 433,768 99.6% 92.3% Because each nominee received a majority of the shares represented at the meeting and entitled to vote on the nominee, the nominees were duly elected.”
James M. Stolze retired as Director at ESCO TECHNOLOGIES INC.
“On November 14, 2023, director James M. Stolze notified the Company’s Board of Directors that he would retire from the Board effective upon the expiration of his current term at the Company’s 2024 Annual Meeting of Stockholders.”
Material Agreements
ESCO TECHNOLOGIES INC entered into New Credit Facility with JPMorgan Chase Bank, N.A. as administrative agent; Bank of America, N.A. as syndication agent; Commerce Bank; TD Bank, N.A.; and the Departing Lenders valued at $500,000,000 (effective 2023-08-30).
“On August 30, 2023, the Registrant and certain of its subsidiaries entered into a five-year, $500,000,000 revolving Amended and Restated Credit Agreement and supporting documents with a diverse group of seven banks led by JPMorgan Chase Bank, N.A. as administrative agent, Bank of America, N.A. as syndication agent, Commerce Bank and TD Bank, N.A. as co-documentation agents , and the Departing Lenders as defined therein (the "New Credit Facility").”
Victor L. Richey resigned as Executive Chairman at ESCO TECHNOLOGIES INC.
“Effective June 30, 2023, consistent with the Company’s May 9, 2023 Form 8-K and press release, Victor L. Richey resigned as a director and as Executive Chairman of the Board. Mr. Richey’s resignation was due to his retirement and was not due to any disagreement with the Company on any matter.”
Earnings Releases
ESCO TECHNOLOGIES INC reported Fiscal Q2 2023 ended March 31, 2023 results: revenue Sales of $229.1 million for Q2 2023, EPS GAAP EPS $0.69; Adjusted EPS $0.76.
“ESCO REPORTS SECOND QUARTER FISCAL 2023 RESULTS - Q2 GAAP EPS $0.69 / Adjusted EPS $0.76 - - Q2 Sales increase 12% to $229 Million - - $252 Million in Q2 Orders / Book-to-bill of 1.10x - ST. LOUIS, May 9, 2023 – ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the second quarter ended March 31, 2023 (Q2 2023).”
Victor L. Richey resigned as Executive Chair of the Board at ESCO TECHNOLOGIES INC.
“it had accepted the resignation of Victor L. Richey as a director of the Company, as Executive Chair of the Board, and as an employee of the Company, all effective June 30, 2023.”
Earnings Releases
ESCO TECHNOLOGIES INC reported first quarter ended December 31, 2022 (Q1 2023) results: revenue $205.5 million, EPS GAAP EPS $0.57.
“ESCO REPORTS FIRST QUARTER FISCAL 2023 RESULTS - Q1 GAAP EPS $0.57 / Adjusted EPS $0.60 - - Q1 Sales increase 16% to $206 Million - - $229 Million in Q1 Orders / Book-to-bill of 1.11x”
Shareholder Votes
ESCO TECHNOLOGIES INC shareholders approved Ratification of the Registrant's appointment of Grant Thornton LLP as the Registrant's independent registered public accounting firm for the 2022 fiscal year at the 2023-02-03 meeting.
“Proposal 5 – Ratification of the Registrant’s appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the 2022 fiscal year: “For” “Against” “Abstain” Broker Non-Votes Percent of Shares Represented and Entitled to Vote on the Proposal Voting “For” Percent of all Outstanding Shares Voting “For” 24,446,764 36,119 6,339 0 99.83% 94.44% Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.”
Shareholder Votes
ESCO TECHNOLOGIES INC shareholders approved Advisory vote on the frequency of the advisory votes on executive compensation at the 2023-02-03 meeting.
“Proposal 4 – Advisory vote on the frequency of the advisory votes on executive compensation (“Say on Pay Frequency”): “1 Year” “2 Years” “3 Years” “Abstain” Broker Non-Votes Percent of Shares Represented and Entitled to Vote on the Proposal Voting “1 Year” Percent of all Outstanding Shares Voting “1 Year” 22,599,667 3,948 1,458,062 8,059 419,486 93.89% 87.31% Because a significant majority of the shares favored holding the Say-on-Pay vote every “1 Year,” which was the one recommended by the Board as well as the one the Company has historically used, the Company plans to continue to hold a Say-on-Pay vote every year.”
Shareholder Votes
ESCO TECHNOLOGIES INC shareholders approved Advisory vote on the resolution to approve the compensation of the Registrant's executive officers at the 2023-02-03 meeting.
“Proposal 3 – Advisory vote on the resolution to approve the compensation of the Registrant’s executive officers (“Say on Pay”): “For” “Against” “Abstain” Broker Non-Votes Percent of Shares Represented and Entitled to Vote on the Proposal Voting “For” Percent of all Outstanding Shares Voting “For” 23,841,549 218,128 10,060 419,486 99.05% 92.10% Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.”
Shareholder Votes
ESCO TECHNOLOGIES INC shareholders approved Approval of an extension and certain amendments of the Registrant's 2018 Omnibus Incentive Plan at the 2023-02-03 meeting.
“Proposal 2 – Approval of an extension and certain amendments of the Registrant’s 2018 Omnibus Incentive Plan (the “Plan”): “For” “Against” “Abstain” Broker Non-Votes Percent of Shares Represented and Entitled to Vote on the Proposal Voting “For” Percent of all Outstanding Shares Voting “For” 23,464,940 594,397 10,400 419,486 97.49% 90,65% Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.”
Shareholder Votes
ESCO TECHNOLOGIES INC shareholders approved Election of Directors at the 2023-02-03 meeting.
“Proposal 1 – Election of Directors: Nominee “For” “Withhold” Broker Non-Votes Percent of Shares Represented and Entitled to Vote on the Nominee Voting “For” Percent of all Outstanding Shares Voting “For” Patrick M. Dewar 23,896,253 168,884 424,086 99.30% 92.32% Vinod M. Khilnani 23,831,421 233,716 424,086 99.03% 92.06% Robert J. Phillippy 21,149,833 2,915,304 424,086 87.89% 81.71% 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.”
Bryan H. Sayler was appointed as Class I director at ESCO TECHNOLOGIES INC.
“Bryan H. Sayler became a Class I director of the Company filling the vacancy thereby created”
Bryan H. Sayler was appointed as Chief Executive Officer and President at ESCO TECHNOLOGIES INC.
“On January 1, 2023, Bryan H. Sayler succeeded to the offices of Chief Executive Officer and President of the Company.”
Victor L. Richey changed role as Executive Chairman of the Board of Directors at ESCO TECHNOLOGIES INC.
“Effective December 31, 2022, the Company's Chairman, Chief Executive Officer and President, Victor L. Richey, retired as Chief Executive Officer and President. Effective January 1, 2023 Mr. Richey, a current director, assumed the position of Executive Chairman of the Board of Directors.”
Governance Changes
ESCO TECHNOLOGIES INC: Amendments to Bylaws including separation of President/CEO and Board Chair positions, changes for Universal Proxy Rules, shareholder meeting conduct, and terminology updates (effective 2023-01-01).
“On November 16, 2022 the Company’s Board of Directors approved amendments to the Company’s Bylaws to become effective January 1, 2023.”
Bryan H. Sayler was appointed as Chief Executive Officer & President at ESCO TECHNOLOGIES INC.
“Bryan H. Sayler Incoming (1/1/23) Chief Executive Officer & President”
Victor L. Richey was appointed as Executive Chairman at ESCO TECHNOLOGIES INC.
“Under the amended agreement, which is expected to be executed before the end of December, Mr. Richey will continue his employment with the title of Executive Chairman for a term ending not later than December 31, 2023.”
“ESCO ANNOUNCES RECORD FOURTH QUARTER AND FISCAL 2022 RESULTS - Q4 GAAP EPS $1.19 / Adjusted EPS $1.21 - - FY 2022 Sales increase 20% to $858 Million”
Bryan H. Sayler was elected as Director at ESCO TECHNOLOGIES INC.
“elected Mr. Sayler as a director effective January 1, 2023.”
Bryan H. Sayler was appointed as Chief Executive Officer and President at ESCO TECHNOLOGIES INC.
“the Company’s Board of Directors unanimously appointed Bryan H. Sayler, age 56, to the offices of Chief Executive Officer and President of the Company effective January 1, 2023.”
Victor L. Richey resigned as Chief Executive Officer and President at ESCO TECHNOLOGIES INC.
“Victor L. Richey, the Company’s Chairman, Chief Executive Officer and President, notified the Company’s Board of Directors that he intends to retire from the Company and resign his positions as its Chief Executive Officer and President effective December 31, 2022.”
Janice L. Hess was elected as Director at ESCO TECHNOLOGIES INC.
“On May 4, 2022 the Company’s Board of Directors, by unanimous written consent pursuant to Section 3.1 of its Bylaws, increased the authorized size of the Board of Directors from seven to eight members and elected Janice L. Hess, age 63, as a director to fill the vacancy thereby created.”
Larry W. Solley retired as director at ESCO TECHNOLOGIES INC.
“the retirement of director Larry W. Solley became effective upon the expiration of his term at the 2022 Annual Meeting, at which time the number of directors constituting the Registrant’s Board of Directors was reduced from eight to seven.”
Larry W. Solley departed as director at ESCO TECHNOLOGIES INC.
“On November 17, 2021, director Larry W. Solley notified the Nominating and Corporate Governance Committee of the Company’s Board of Directors that he has decided to retire from the Board, effective the date of the Company’s 2022 Annual Meeting of Stockholders.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.