UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 18, 2024

ADVANCED DRAINAGE SYSTEMS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-36557	51-0105665
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
4640 Trueman Boulevard,			43026
Hilliard,	Ohio
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (614) 658-0050

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	WMS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Advanced Drainage Systems, Inc. (the “Company”) was held via webcast on July 18, 2024, at 10:00 a.m. Eastern Time. Stockholders were able to participate in the Annual Meeting and vote via live webcast. Stockholders considered three proposals at the meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on June 5, 2024. The final voting results are reported below.

Proposal One: Election of eleven directors, including D. Scott Barbour, Anesa T. Chaibi, Michael B. Coleman, Robert M. Eversole, Alexander R. Fischer, Tanya D. Fratto, Kelly S. Gast, M.A. (Mark) Haney, Luther C. Kissam IV, Manuel Perez de la Mesa, and Anil Seetharam, to serve for a one-year term until the 2025 annual meeting of stockholders, or until his or her successor has been elected and qualified.

The Company’s stockholders elected each of the eight nominees for director, and the voting results are set forth below:

Name	For	Against	Abstentions	Broker Non-Votes
D. Scott Barbour	66,842,686	708,858	22,190	1,831,130
Anesa T. Chaibi	66,473,478	853,489	246,767	1,831,130
Michael B. Coleman	66,240,809	1,180,672	152,253	1,831,130
Robert M. Eversole	60,696,387	6,724,965	152,382	1,831,130
Alexander R. Fischer	54,850,954	12,405,433	317,347	1,831,130
Tanya D. Fratto	64,129,162	3,197,862	246,710	1,831,130
Kelly S. Gast	66,967,121	440,393	166,220	1,831,130
M.A. (Mark) Haney	66,325,442	1,095,448	152,844	1,831,130
Luther C. Kissam IV	66,435,009	672,391	466,334	1,831,130
Manuel Perez de la Mesa	66,383,729	1,037,676	152,329	1,831,130
Anil Seetharam	64,193,609	3,120,923	259,202	1,831,130

Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

The Company’s stockholders ratified the selection of Deloitte & Touche LLP, and the voting results are set forth below:

For	Against	Abstentions	Broker Non-Votes
62,060,869	7,205,591	138,404	—

Proposal Three: Advisory vote to approve the compensation of the Company’s executive officers as disclosed in the Company’s Proxy Statement.

The Company’s stockholders gave advisory approval of the compensation of the Company’s executive officers as disclosed in the Proxy Statement, and the voting results are set forth below:

For	Against	Abstentions	Broker Non-Votes
57,692,810	9,426,331	454,593	—

Item 7.01    Regulation FD Disclosure.

On July 18, 2024, the Company issued a press release regarding the election of Luther C. Kissam IV as a director. A copy of the Company’s press release is being furnished as Exhibit 99.1 and hereby incorporated by reference.

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The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are being furnished as part of this report:

99.1	Press Release, dated July 18, 2024, issued by Advanced Drainage Systems, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADVANCED DRAINAGE SYSTEMS, INC.
Date: July 18, 2024	By:	/s/ Scott A. Cottrill
	Name:	Scott A. Cottrill
	Title:	EVP, CFO & Secretary

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