secwatch / observer

FOSTER L B CO — fact timeline

Source-grounded facts extracted from FOSTER L B CO's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

FSTR FOSTER L B CO JSON
Shareholder Votes

FOSTER L B CO shareholders approved Advisory approval of the compensation paid to the Company’s named executive officers in 2025 at the 2026-05-21 meeting.

“Proposal 3: Advisory approval of the compensation paid to the Company’s named executive officers in 2025: Votes For Votes Against Abstentions Broker Non-vote 7,556,424 16,545 10,479 1,229,731”
Shareholder Votes

FOSTER L B CO shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 at the 2026-05-21 meeting.

“Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026: Votes For Votes Against Abstentions Broker Non-votes 8,765,684 40,462 7,033 —”
Shareholder Votes

FOSTER L B CO shareholders approved Election of Directors at the 2026-05-21 meeting.

“Proposal 1: Election of Directors: Name Votes For Votes Withheld Broker Non-votes Raymond T. Betler 7,543,045 40,403 1,229,731 John F. Kasel 7,560,634 22,814 1,229,731 John E. Kunz 7,560,542 22,906 1,229,731 David J. Meyer 7,357,091 226,357 1,229,731 Diane B. Owen 7,409,340 174,108 1,229,731 Bruce E. Thompson 7,354,573 228,875 1,229,731”

Timothy J. Curran was appointed as Controller and Principal Accounting Officer at FOSTER L B CO.

“Mr. Timothy J. Curran currently serves as Vice President - Tax and Treasury, and was appointed Controller and Principal Accounting Officer effective on the Effective Date.”

Sean M. Reilly was appointed as Senior Vice President and Chief Financial Officer at FOSTER L B CO.

“Mr. Sean M. Reilly currently serves as Controller and Principal Accounting Officer of the Company, and was appointed as the Company’s Senior Vice President and CFO effective on the Effective Date.”

William M. Thalman was appointed as Executive Vice President and Chief Operating Officer at FOSTER L B CO.

“Mr. William M. Thalman currently serves as the Company’s Executive Vice President and Chief Financial Officer (“EVP and CFO”), and was appointed the Company’s Executive Vice President and Chief Operating Officer effective on the Effective Date.”
Debt Financings

FOSTER L B CO amended revolving credit of $150,000,000 with PNC Bank, N.A., Bank of America, N.A., Citizens Bank, N.A., and Wells Fargo Bank N.A. at base rate and Term SOFR rate spreads range from 0.25% to 1.50% and 1.25% to 2.50 maturing June 27, 2030.

“date from August 13, 2026 to June 27, 2030. The Credit Agreement provides for a five-year, revolving credit facility that permits aggregate borrowings of the Borrowers up to $150,000,000 with sublimits for (a) the issuance of Letters of Credit in Dollars and in Alternative Currencies in an amount not to exceed the Dollar Equivalent of $30,000,000, and (b)”

Brian H. Friedman was appointed as Senior Vice President and Chief Growth Officer at FOSTER L B CO.

“On May 23, 2024, the Board appointed Mr. Brian H. Friedman as Senior Vice President and Chief Growth Officer, effective July 1, 2024.”

William F. Treacy, Jr. departed as Executive Vice President and Chief Growth Officer at FOSTER L B CO.

“Mr. William F. Treacy, Jr., Executive Vice President and Chief Growth Officer of L.B. Foster Company (the “Company”), will retire from the Company effective June 30, 2024”
Earnings Releases

FOSTER L B CO updated its first quarter ended March 31, 2024 guidance (reaffirmed).

“On May 7, 2024, L.B. Foster Company (“Company”) issued a press release announcing the Company’s results of operations for the first quarter ended March 31, 2024.”

William F. Treacy, Jr. departed as Executive Vice President and Chief Growth Officer at FOSTER L B CO.

“On April 30, 2024, Mr. William F. Treacy, Jr., Executive Vice President and Chief Growth Officer, notified L.B. Foster Company (the “Company”) of his intention to retire from the Company effective June 30, 2024.”
Earnings Releases

FOSTER L B CO reported financial results for fourth quarter ended December 31, 2023.

“L.B. Foster Company (“Company”) issued a press release announcing the Company’s results of operations for the fourth quarter ended December 31, 2023.”
Material Agreements

FOSTER L B CO entered into Cooperation Agreement with 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Mr. Aron R. English, Mr. Bryson O. Hirai-Hadley, and Mr. Alexander B. Jones (effective 2024-01-25).

“On January 25, 2024, L.B. Foster Company, a Pennsylvania corporation (the “Company”), entered into a Cooperation Agreement (the “Cooperation Agreement”) with 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Mr. Aron R. English, Mr. Bryson O. Hirai-Hadley, and Mr. Alexander B. Jones (each, an “Investor” and collectively, the “Investor Group”).”

Dirk Jungé departed as Director at FOSTER L B CO.

“Mr. Dirk Jungé, an incumbent member of the Board, will not be standing for reelection to the Board at the 2024 Annual Meeting.”
Earnings Releases

FOSTER L B CO reported the third quarter ended September 30, 2023 results: revenue $145.3 million, net income $0.5 million. Guidance reaffirmed.

“Foster Third Quarter 2023 Adjusted Results Reflect Ongoing Profitability Improvement and Strong Cash Flow; Reaffirming Midpoints of 2023 Guidance • Third quarter net sales of $145.3 million up 11.8% year over year (10.0% adjusted for non-routine items 1 ). Adjusted organic growth 1 was 12.6% partially offset by portfolio changes of 2.6%. • Gross profit of $28.2”
Restructurings & Charges

FOSTER L B CO announced a restructuring with charges of $4.5 to $4.8 million affecting Steel Products and Measurement operating segment.

“Total costs associated with the product line exit are now expected to range between $4.5 to $4.8 million, up from $2.6 to $2.9 million in the Original Filing.”
Restructurings & Charges

FOSTER L B CO announced a restructuring with charges of $2.6 to $2.9 million affecting Steel Products and Measurement operating segment; fabricated bridge grid deck product line; Bedford, PA and Greentree, PA (separation of certain union and non-union employees both in Bedford and Greentree, PA).

“miscellaneous exit costs of approximately $0.2 million, and non-cash impairment reserves of approximately $1.4 to $1.5 million. Total exit costs are expected to range between $2.6 to $2.9 million, with cash costs ranging between $1.2 and $1.4 million, in its Steel Products and Measurement operating segment. The approximate expense resulting from this exit”
Earnings Releases

FOSTER L B CO reported the second quarter ended June 30, 2023 results: revenue $148.0 million, net income $3.5 million. Guidance raised.

“--- News Release Increasing Momentum Evident in L.B. Foster's Second Quarter Operating Results; Company Increases 2023 Profitability Guidance • Second quarter net sales of $148.0 million up 12.6% year over year (13.3% organic); gross profit of $32.3 million up 38.5% year over year, with gross margins improving 410 bps to 21.8%. • Completed sale of prestressed”
Shareholder Votes

FOSTER L B CO shareholders approved Advisory approval of the frequency of future advisory votes on the compensation paid to the Company’s named executive officers at the 2023-05-25 meeting.

“Proposal 4: Advisory approval of the frequency of future advisory votes on the compensation paid to the Company’s named executive officers. Votes For 1 YEAR Votes For 2 YEARS Votes For 3 YEARS Abstentions Broker Non-vote 7,145,371 11,473 1,395,636 9,013 1,210,527”
Shareholder Votes

FOSTER L B CO shareholders approved Advisory approval of the compensation paid to the Company’s named executive officers in 2022 at the 2023-05-25 meeting.

“Proposal 3: Advisory approval of the compensation paid to the Company’s named executive officers in 2022. Votes For Votes Against Abstentions Broker Non-vote 6,896,835 1,066,504 598,154 1,210,527 The foregoing proposal was approved.”
Shareholder Votes

FOSTER L B CO shareholders approved Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023 at the 2023-05-25 meeting.

“Proposal 2: Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023: Votes For Votes Against Abstentions 9,665,443 101,516 5,061 The foregoing proposal was approved.”
Shareholder Votes

FOSTER L B CO shareholders approved Election of Directors at the 2023-05-25 meeting.

“Proposal 1: Election of Directors Name Votes For Votes Withheld Broker Non-vote Raymond T. Betler 8,474,825 86,668 1,210,527 Dirk Jungé 8,374,128 187,365 1,210,527 John F. Kasel 8,486,699 74,794 1,210,527 John E. Kunz 4,894,564 66,929 1,210,527 Janet Lee 8,454,199 107,294 1,210,527 Diane B. Owen 7,981,093 580,400 1,210,527 Bruce E. Thompson 8,455,822 105,671 1,210,527”
Shareholder Votes

FOSTER L B CO shareholders approved Advisory approval of the frequency of future advisory votes on the compensation paid to the Company’s named executive officers at the 2023-05-25 meeting.

“Proposal 4: Advisory approval of the frequency of future advisory votes on the compensation paid to the Company’s named executive officers. Votes For 1 YEAR Votes For 2 YEARS Votes For 3 YEARS Abstentions Broker Non-vote 7,145,371 11,473 1,395,636 9,013 1,210,527 The Board has determined to continue holding advisory votes on the compensation paid to the Company’s named executive officers every year, with the next vote expected to occur in 2024.”
Shareholder Votes

FOSTER L B CO shareholders approved Advisory approval of the compensation paid to the Company’s named executive officers in 2022 at the 2023-05-25 meeting.

“Proposal 3: Advisory approval of the compensation paid to the Company’s named executive officers in 2022. Votes For Votes Against Abstentions Broker Non-vote 6,896,835 1,066,504 598,154 1,210,527 The foregoing proposal was approved.”
Shareholder Votes

FOSTER L B CO shareholders approved Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023 at the 2023-05-25 meeting.

“Proposal 2: Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023: Votes For Votes Against Abstentions 9,665,443 101,516 5,061 The foregoing proposal was approved.”
Shareholder Votes

FOSTER L B CO shareholders approved Election of Directors at the 2023-05-25 meeting.

“Proposal 1: Election of Directors Name Votes For Votes Withheld Broker Non-vote Raymond T. Betler 8,474,825 86,668 1,210,527 Dirk Jungé 8,374,128 187,365 1,210,527 John F. Kasel 8,486,699 74,794 1,210,527 John E. Kunz 8,494,564 66,929 1,210,527 Janet Lee 8,454,199 107,294 1,210,527 Diane B. Owen 7,981,093 580,400 1,210,527 Bruce E. Thompson 8,455,822 105,671 1,210,527 As a result of the shareholder vote, all of the foregoing nominees were elected to serve until the next annual meeting of shareholders or until their successors are elected and qualified.”
Earnings Releases

FOSTER L B CO reported first quarter ended March 31, 2023 results: revenue $115.5 million, net income Net loss of $2.2 million, EPS $0.20 per diluted share. Guidance reaffirmed.

“First Quarter Consolidated Highlights The Company’s first quarter performance highlights are reflected below: Three Months Ended March 31, Change Percent Change 2023 2022 2023 vs. 2022 2023 vs. 2022 (Unaudited) Net sales $ 115,488 $ 98,794 $ 16,694 16.9 % Gross profit 23,291 16,447 6,844 41.6 Selling and administrative expenses 21,423 17,298 4,125 23.8 Operating profit (loss) 503 (2,287) 2,790 122.0 Net loss (2,171) (1,586) (585) (36.9) Adjusted EBITDA 4,482 1,650 2,832 171.6 New orders 139,515 135,405 4,110 3.0 Backlog 259,881 244,618 15,263 6.2 • On March 30, 2023, the Company sold the operating assets of its Chemtec Precision Measurement Products and Systems business for $5.3 million, subject to working capital adjustments, generating a $2.0 million loss on the sale. Chemtec contributed sales of $9.3 million and $21.6 million in the quarter and trailing-twelve months ended March 31, 2023, respectively. • Net sales for the 2023 first quarter were $115.5 million, up $16.7 million, o”
Material Agreements

FOSTER L B CO entered into Cooperation Agreement with 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Mr. Aron R. English, Mr. Bryson O. Hirai-Hadley, and Mr. Alexander B. Jones (effective 2023-04-06).

“On April 6, 2023, L. B. Foster Company, a Pennsylvania corporation (the “Company”), entered into a Cooperation Agreement (the “Cooperation Agreement”) with 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Mr. Aron R. English, Mr. Bryson O. Hirai-Hadley, and Mr. Alexander B. Jones (each, and “Investor” and collectively, the “Investor Group”).”

Janet Lee was elected as Independent Director at FOSTER L B CO.

“the Board voted to elect Ms. Janet Lee as an independent director effective January 1, 2023”

Robert S. Purgason departed as Director at FOSTER L B CO.

“Ms. Suzanne B. Rowland and Mr. Robert S. Purgason informed the Board of Directors (the “Board”) that they intend to retire on December 31, 2022.”

Suzanne B. Rowland departed as Director at FOSTER L B CO.

“Ms. Suzanne B. Rowland and Mr. Robert S. Purgason informed the Board of Directors (the “Board”) that they intend to retire on December 31, 2022.”
Earnings Releases

FOSTER L B CO reported financial results for third quarter ended September 30, 2022.

“On November 8, 2022, L.B. Foster Company (“Company”) issued a press release announcing the Company’s results of operations for the third quarter ended September 30, 2022. A copy of that press release is furnished with this report as Exhibit 99.1.”

William H. Rackoff retired as Director at FOSTER L B CO.

“Mr. William H. Rackoff informed the Board of Directors (the “Board”) that he intended to retire on that same date.”

Sean M. Reilly was appointed as Controller and principal accounting officer at FOSTER L B CO.

“its Board of Directors (the “Board”) appointed Mr. Sean M. Reilly as Controller and principal accounting officer of the Company, with his term commencing effective January 10, 2022”

James M. Kempton resigned as Controller and Principal Accounting Officer at FOSTER L B CO.

“On October 4, 2021, Mr. James M. Kempton, Controller and Principal Accounting Officer, notified L.B. Foster Company (the “Company”) of his intention to resign from the Company to accept a position as chief financial officer of another publicly traded company.”

Robert P. Bauer retired as Chief Executive Officer at FOSTER L B CO.

“In connection with his upcoming retirement, Mr. Bauer and the Company entered into a Retirement Agreement”

John F. Kasel was appointed as Director at FOSTER L B CO.

“ent and Chief Executive Officer and as a director, each effective on the Effective Date.”

John F. Kasel was appointed as President and Chief Executive Officer at FOSTER L B CO.

“In connection with Mr. Kasel's appointment as the Company's President and Chief Executive Officer”

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.