VALMONT INDUSTRIES INC 10-Q

ITEM 5. OTHER INFORMATION Submission of Matters to a Vote of Security Holders Valmont’s annual meeting of stockholders was held on April 28, 2025. The stockholders elected three directors to serve three-year terms, approved, on an advisory basis, the compensation paid to Valmont’s named executive officers, and ratified the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2025. For the annual meeting, there were 20,070,905 shares outstanding and eligible to vote of which 18,396,196 were present at the meeting in person or by proxy. The tabulation for each matter voted upon at the meeting was as follows: Election of Directors: ​ ​ ​ ​ ​ ​ ​ ​ ​ For ​ Withheld ​ Broker Non-Votes James B. Milliken ​ 14,709,151 ​ 2,689,843 ​ 997,202 Catherine James Paglia ​ 15,690,879 ​ 1,708,115 ​ 997,202 Deborah H. Caplan ​ 17,224,335 ​ 174,659 ​ 997,202 Advisory vote on executive compensation: ​ ​ ​ ​ ​ ​ ​ For ​ ​ ​ ​ ​ 16,755,541 Against ​ ​ ​ ​ ​ 593,993 Abstain ​ ​ ​ ​ ​ 49,460 Broker non-votes ​ ​ ​ ​ ​ 997,202 Ratification of appointment of independent auditors: ​ ​ ​ ​ ​ ​ ​ For ​ ​ ​ ​ ​ 17,454,709 Against ​ ​ ​ ​ ​ 899,717 Abstain ​ ​ ​ ​ ​ 41,770 Broker non-votes ​ ​ ​ ​ ​ 0 ​ ​ 32 Table of Contents Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Valmont reorganizes and reallocates its executive offices and functions from time to time as it aims to better align its organizational structure with its strategic objectives. On April 29, 2025, Valmont eliminated the positions of Group President, Infrastructure, and Executive Vice President, Global Operations. The responsibilities and functions of these executive offices were reassigned to other corporate offices and functions within Valmont, streamlining operations and enhancing efficiency across Valmont’s global business units. J. Timothy Donahue, who previously served as Group President, Infrastructure, and Diane M. Larkin, who previously served as Executive Vice President, Global Operations, have transitioned to non-executive advisor roles with Valmont. ITEM 6. EXHIBITS Exhibit No. Description 10.1* ​ Separation Agreement and Release between T. Mitchell Parnell and Valmont Industries, Inc. dated August 30, 2024. 22.1 ​ List of Issuer and Guarantor Subsidiaries. This document was filed as Exhibit 22.1 to the Company’s Quarterly Report on Form 10-Q (Commission file number 001-31429) for the fiscal quarter ended September 25, 2021 and is incorporated herein by reference. 31.1* ​ Section 302 Certification of the Chief Executive Officer . 31.2* ​ Section 302 Certification of the Chief Financial Officer . 32.1* ​ Section 906 Certifications. 101 ​ The following financial information from Valmont’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information. 104 ​ Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ​ 33 Table of Contents 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 and by the undersigned thereunto duly authorized. ​ VALMONT INDUSTRIES, INC. ​ ​ ​ /s/ THOMAS LIGUORI ​ Thomas Liguori ​ Executive Vice President and Chief Financial Officer Dated the 29th day of April 2025. ​ 34