Eagle Materials: Amendment To Certificate Of Incorporation Or Bylaws, Submission Of Matters To A Vote Of Security Holders, Financial Statements And Exhibits

Item 5.03. Amendment to Certificate of Incorporation or Bylaws. Eagle Materials Inc. (the “Company”) held its Annual Meeting of Stockholders on July 30, 2026. At the Annual Meeting, the Company’s stockholders approved amendments to our Restated Certificate of Incorporation to provide for (i) the declassification of our Board of Directors; and (ii) the removal of the provision formerly providing that stockholders may not call special meetings of the stockholders. On July 30, 2026, the Company filed a certificate of amendment (“Certificate of Amendment”) to the Restated Certificate of Incorporation with the Secretary of State of Delaware reflecting these amendments. Effective upon the filing of the Certificate of Amendment, the Second Amended and Restated Bylaws of the Company were also amended (“Bylaw Amendment”) to implement the stockholder right to call special meetings, as well as to establish a 25% ownership threshold and set forth requirements and procedures that apply when stockholders desire to call special meetings. The foregoing descriptions of the Certificate of Amendment and the Bylaw Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the Certificate of Amendment and the Bylaw Amendment, which are filed as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, Margot L. Carter, Michael R. Nicolais and Mary P. Ricciardello were elected to the Board of Directors by the holders of the Company’s Common Stock, par value $0.01 per share, to serve until the 2029 Annual Meeting of Stockholders. The Company’s stockholders also (i) approved an advisory resolution regarding the compensation of the Company’s named executive officers; (ii) approved the amendment to the Company’s Restated Certificate of Incorporation to declassify the Board as described in Item 5.03 above; (iii) approved the amendment to the Company’s Restated Certificate of Incorporation to allow stockholders to call special meetings as described in Item 5.03 above; and (iv) approved the expected appointment by the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending March 31, 2027. Voting results for the director nominees and the other proposals are summarized below: Election of Class II Directors Number of Shares of Common Stock Director Nominee For Against Abstain BrokerNon-Votes Margot L. Carter 26,038,029 1,726,428 181,817 1,496,146 Michael R. Nicolais 27,126,856 806,403 13,015 1,496,146 Mary P. Ricciardello 27,374,211 508,732 63,331 1,496,146 Approval of an advisory resolution regarding the compensation of the Company’s named executive officers Number of Shares of Common Stock For Against Abstain Broker Non-Votes 27,315,351 611,480 19,443 1,496,146 Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Declassify the Board of Directors Number of Shares of Common Stock For Against Abstain Broker Non-Votes 27,818,769 116,850 10,655 1,496,146 Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Create a Stockholder Right to Call Special Meetings Number of Shares of Common Stock For Against Abstain Broker Non-Votes 27,823,236 107,060 15,978 1,496,146 Approval of Ernst & Young LLP as the Independent Auditors Number of Shares of Common Stock For Against Abstain Broker Non-Votes 28,885,645 543,308 13,467 0 Item 9.01. Financial Statements and Exhibits Exhibit Number Description 3.1 Certificate of Amendment of Restated Certificate of Incorporation 3.2 Amendment to Second Amended and Restated Bylaws 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. EAGLE MATERIALS INC. By: /s/ Matt Newby Matt Newby Executive Vice President, General Counsel and Secretary Date: July 31, 2026

Eagle Materials: Amendment To Certificate Of Incorporation Or Bylaws, Submission Of Matters To A Vote Of Security Holders, Financial Statements And Exhibits

Andere Nachrichten des Unternehmens