wms-20250715

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 15, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 15, 2025 Darin Harvey, the Executive Vice President, Supply Chain of Advanced Drainage Systems, Inc. (the “Company”) provided notice of his resignation from the Company, effective as of August 22, 2025. Mr. Harvey’s resignation is not the result of any dispute or disagreement with the Company related to the Company’s operations, policies or practices.

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

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held via webcast on July 17, 2025, 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 4, 2025. 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 2026 annual meeting of stockholders, or until his or her successor has been elected and qualified.

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


Name	For	Against	Abstentions	Broker Non-Votes
D. Scott Barbour	67,943,479	573,963	37,647	2,085,739
Anesa T. Chaibi	66,980,403	1,518,930	55,756	2,085,739
Michael B. Coleman	68,091,285	414,927	48,877	2,085,739
Robert M. Eversole	61,839,644	6,319,218	396,227	2,085,739
Alexander R. Fischer	53,845,863	14,661,479	47,747	2,085,739
Tanya D. Fratto	64,061,750	4,429,370	63,969	2,085,739
Kelly S. Gast	68,215,147	294,038	45,904	2,085,739
M.A. (Mark) Haney	67,772,334	735,572	47,183	2,085,739
Luther C. Kissam IV	68,028,130	479,761	47,198	2,085,739
Manuel Perez de la Mesa	67,685,850	802,175	67,064	2,085,739
Anil Seetharam	64,930,120	3,559,674	65,295	2,085,739

Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

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
63,065,481	7,535,650	39,697	—

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
60,210,402	8,223,794	110,893	2,085,739

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

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


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.


	ADVANCED DRAINAGE SYSTEMS, INC.

Date: July 17, 2025	By:	/s/ Scott A. Cottrill
	Name:	Scott A. Cottrill
	Title:	EVP, CFO & Secretary