Amrize Ltd filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AMRZ
Building Materials
Industrials
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2026
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including Zip Code)
+41 41 562 3490
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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:
| 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 | ||||||||||||
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
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual General Meeting of Shareholders (the “2026 AGM”) of Amrize Ltd (“Amrize” or the “Company”) was held on April 21, 2026. At the 2026 AGM, shareholders voted on the following proposals and cast their votes as follows:
Proposal 1. Approval of the Annual Report, including the consolidated financial statements and the statutory financial statements of Amrize for fiscal year 2025
| For | Against | Abstain | ||||||||||||
| 240,168,463 | 47,964 | 724,080 | ||||||||||||
Proposal 2. Advisory vote to approve the compensation of the Named Executive Officers for fiscal year 2025
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 220,783,415 | 13,629,752 | 813,273 | 5,714,067 | |||||||||||||||||
Proposal 3. Advisory vote on the frequency of “Say on Pay Vote.” 98% of the votes cast by stockholders were voted, on an advisory basis, in favor of holding future advisory votes on compensation for named executive officers every year. Consistent with the recommendation of Amrize’s Board of Directors (the “Board”) as set forth in Amrize’s proxy statement for the 2026 AGM and the vote of Amrize’s shareholders, Amrize has determined to include a stockholder vote on the compensation of executives in its proxy materials on annual basis until the next required vote on the frequency of shareholder votes on the compensation of executives.
| One Year | Two Years | Three Years | Abstain | |||||||||||||||||
| 230,381,468 | 127,760 | 2,714,834 | 2,002,378 | |||||||||||||||||
Proposal 4. Advisory vote on the Swiss Statutory Remuneration Report for fiscal year 2025
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 221,063,459 | 13,354,892 | 808,089 | 5,714,067 | |||||||||||||||||
Proposal 5. Advisory vote on the Non-Financial Matters Report for fiscal year 2025
| For | Against | Abstain | ||||||||||||
| 217,821,855 | 22,071,119 | 1,047,533 | ||||||||||||
Proposal 6. Offsetting of accumulated losses for fiscal year 2025
| For | Against | Abstain | ||||||||||||
| 240,152,626 | 83,137 | 704,744 | ||||||||||||
Proposal 7. Approval of a special distribution of legal reserves from capital contribution in the amount of USD 0.44 per outstanding share (the “Special Dividend”)
| For | Against | Abstain | ||||||||||||
| 239,994,010 | 299,262 | 647,235 | ||||||||||||
Proposal 8. Approval of the regular distribution of legal reserves from capital contribution in the amount of up to USD 0.44 per outstanding share (the “Ordinary Dividend”) in up to four (4) installments
| For | Against | Abstain | ||||||||||||
| 239,971,939 | 327,326 | 641,242 | ||||||||||||
Proposal 9. Discharge of the members of the Board and the Executive Management from liability for activities during fiscal year 2025
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 231,346,134 | 1,053,793 | 942,689 | 5,714,067 | |||||||||||||||||
Proposal 10. Re-election and Election of the Board.
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Jan Jenisch | 212,466,407 | 22,121,967 | 638,066 | 5,714,067 | ||||||||||||||||||||||
| Nick Gangestad | 233,324,297 | 1,227,484 | 674,659 | 5,714,067 | ||||||||||||||||||||||
| Dwight Gibson | 234,000,959 | 543,785 | 681,696 | 5,714,067 | ||||||||||||||||||||||
| Holli Ladhani | 233,783,377 | 763,385 | 679,678 | 5,714,067 | ||||||||||||||||||||||
| Michael E. McKelvy | 232,769,435 | 1,778,026 | 678,979 | 5,714,067 | ||||||||||||||||||||||
| Jürg Oleas | 232,426,047 | 2,119,457 | 680,936 | 5,714,067 | ||||||||||||||||||||||
| Robert Rivkin | 232,817,993 | 1,722,392 | 686,055 | 5,714,067 | ||||||||||||||||||||||
| Katja Roth Pellanda | 233,793,355 | 748,630 | 684,455 | 5,714,067 | ||||||||||||||||||||||
| Maria Cristina A. Wilbur | 233,780,358 | 761,740 | 684,342 | 5,714,067 | ||||||||||||||||||||||
| Don P. Newman | 234,254,861 | 285,726 | 685,853 | 5,714,067 | ||||||||||||||||||||||
| Jacques Wolf Sanche | 234,226,378 | 320,069 | 679,993 | 5,714,067 | ||||||||||||||||||||||
In addition, effective after the filing of the Company's Quarterly Report on Form 10-Q for the first quarter of 2026, (i) Don P. Newman will join the Audit Committee of the Board (the “Audit Committee”) and replace Robert S. Rivkin as the chair of the Audit Committee, (ii) Jacques Wolf Sanche will become a member of the Audit Committee, and (iii) Holli Ladhani will no longer serve as a member of the Audit Committee.
Proposal 11. Re-election of Jan Jenisch as Chairman
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 186,920,403 | 47,580,897 | 725,140 | 5,714,067 | |||||||||||||||||
Proposal 12. Re-election of the Compensation Committee
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Nick Gangestad | 230,290,212 | 4,217,992 | 718,236 | 5,714,067 | ||||||||||||||||||||||
| Katja Roth Pellanda | 230,365,381 | 4,147,277 | 713,782 | 5,714,067 | ||||||||||||||||||||||
| Maria Cristina A. Wilbur | 230,377,029 | 4,134,459 | 714,952 | 5,714,067 | ||||||||||||||||||||||
Proposal 13. Approval of the maximum aggregate compensation for the Board for the period from the 2026 Annual General Meeting to the 2027 Annual General Meeting
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 232,003,641 | 2,337,243 | 885,556 | 5,714,067 | |||||||||||||||||
Proposal 14. Approval of the maximum aggregate compensation for the Executive Management for fiscal year 2027
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 220,519,854 | 13,787,600 | 918,986 | 5,714,067 | |||||||||||||||||
Proposal 15. Re-election of Ernst & Young AG as Amrize’s statutory auditors and ratification of the appointment of Ernst & Young LLP as Amrize’s independent registered public accounting firm for U.S. securities law reporting for fiscal year 2026
| For | Against | Abstain | ||||||||||||
| 239,417,174 | 172,047 | 1,351,286 | ||||||||||||
Proposal 16. Re-election of Advoro Zurich Ltd as Independent Voting Representative
| For | Against | Abstain | ||||||||||||
| 240,248,273 | 47,417 | 644,817 | ||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURE
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.
AMRIZE LTD | |||||||||||
/s/ Denise Singleton | |||||||||||
Date: | Name: | Denise Singleton | |||||||||
Title: | Chief Legal Officer and Corporate Secretary | ||||||||||