This is a routine annual meeting filing with no material stock-moving implications. The Omnibus Plan approval provides compensation capacity for management. Monitor for any future equity grant disclosures that may signal management's view on the stock's valuation.
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Executive Summary
Terex Corporation held its 2026 Annual Meeting on June 25, 2026, where stockholders elected 12 directors, approved the 2026 Omnibus Incentive Plan, approved an advisory vote on executive compensation, and ratified KPMG LLP as the independent auditor for 2026. The 2026 Omnibus Incentive Plan was approved with approximately 98.1 million votes in favor and 2.4 million against, reserving 3.2 million shares for future equity awards. The plan replaces the prior 2018 Omnibus Incentive Plan and is a routine annual refresh of equity incentive compensation authority.
Key Facts
- Stockholders approved the Terex Corporation 2026 Omnibus Incentive Plan with 98,052,459 votes For, 2,406,094 Against, 47,234 Abstain, and 5,795,483 Broker Non-Votes.
- The plan authorizes 3,200,000 shares for issuance, plus shares remaining under prior plans (2018 Omnibus Incentive Plan and Rev Group 2016 Omnibus Incentive Plan).
- All 12 director nominees were elected to the Board.
- Advisory vote on named executive officer compensation passed with 98,623,406 For, 1,814,075 Against, 68,306 Abstain.
- Ratification of KPMG LLP as independent auditor for FY2026 passed with 106,154,545 For, 90,566 Against, 56,159 Abstain.
- The plan permits grant of stock options, SARs, restricted stock, RSUs, performance shares, performance units, cash awards, and other stock-based awards.
Financial Impact
No material financial impact. The plan authorizes 3.2 million new shares, representing approximately 4.7% of shares outstanding (based on roughly 68 million shares outstanding), which is a routine equity refresh for compensation purposes.
Risk Factors
- Dilution from share issuances under the new plan is capped at 3.2 million new shares plus carry-over from prior plans, but actual dilution depends on future grant practices.
- Advisory vote on executive compensation, while non-binding, shows approximately 1.8% opposed — negligible risk of a future 'say-on-pay' failure.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0000097216-26-000105 |
| Document: tex-20260625.htm | 0000097216-26-000105 |
| Document: 0000097216-26-000105-index-headers.html | 0000097216-26-000105 |
| Document: 0000097216-26-000105-index.html | 0000097216-26-000105 |
| Document: 0000097216-26-000105.txt | 0000097216-26-000105 |
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Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 31, 2026 8w ago | S-3ASR | $62.84 $63.73 | ▲ +1.42% | ▼ −1.57% | $56.70 (−9.77%) |
Jul 31, 2026 8w ago | 8-K | $62.84 $63.73 | ▲ +1.42% | ▼ −1.57% | $56.70 (−9.77%) |
Jul 30, 2026 9w ago | 8-K | $62.22 $64.54 | ▲ +3.73% | ▼ −0.24% | $56.70 (−8.87%) |
Jul 21, 2026 10w ago | 8-K | $64.77 $64.43 | ▼ −0.52% | ▼ −3.09% | $56.70 (−12.46%) |
Jul 20, 2026 10w ago | Press Release | $62.92 $67.34 | ▲ +7.02% | ▲ +2.90% | $56.70 (−9.89%) |
Jun 30, 2026 13w ago | 8-K | $68.70 $64.56 | ▼ −6.03% | ▼ −3.84% | $56.70 (−17.47%) |
Jun 11, 2026 16w ago | Institutional Cluster | $62.78 $64.63 | ▲ +2.95% | ▲ +1.06% | $56.70 (−9.68%) |
Apr 21, 2026 23w ago | 8-K | $60.90 $57.95 | ▼ −4.84% | ▼ −9.76% | $56.70 (−6.90%) |
Apr 13, 2026 24w ago | 8-K | $63.73 $64.13 | ▲ +0.63% | ▼ −5.67% | $56.70 (−11.03%) |
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