ESCO TECHNOLOGIES INC: Results of Operations and Financial Condition, Submission of Matters for Security Holder Voting, Disclosure of FD Rules, Other Events, Financial Statements and Exhibits (Form 8-K)

Item 2.02 Results of Operations and Financial Condition




Today, February 8, 2022, the Registrant is issuing a press release (furnished as
Exhibit 99.1 to this report) announcing its fiscal 2022 first quarter financial
and operating results. See Item 7.01, Regulation FD Disclosure, below.


Section 5.07 Submission of Matters to a Vote of Securityholders




The 2022 Annual Meeting of the Registrant's stockholders was held on February 3,
2022. Each of the 26,101,172 shares entitled to vote at the meeting was entitled
to one vote on each matter voted on at the meeting. The affirmative vote of a
majority of the shares represented in person or by proxy at the meeting was
required to elect each director and to approve each of the other proposals
considered at the meeting. The vote totals below are rounded down to the nearest
whole share, and Broker Non-Votes are not considered to be entitled to vote on
the matter in question and are therefore not counted in determining the number
of votes required for approval.



At the meeting, there were 24,666,938 shares represented and entitled to vote on
one or more matters at the meeting, or approximately 94.5% of the outstanding
shares. The voting on each of the proposals at the meeting was as follows:

Proposal 1 – Election of directors:

                                                                                Percent of
                                                                                  Shares
                                                                               Represented
                                                                               and Entitled      Percent of all
                                                                              to Vote on the      Outstanding
                                                                                 Nominee             Shares
      Nominee             "For"         "Withhold"      Broker Non-Votes       Voting "For"       Voting "For"
  Leon J. Olivier        20,502,305       3,527,660               636,972               85.3 %             78.6 %
  Gloria L. Valdez       22,982,778       1,047,188               636,972               95.6 %             88.1 %

Since each nominee received a majority of the shares represented at the meeting and is entitled to vote on the nominee, all nominees were duly elected.

Proposal 2- Ratification of the Registrant's appointment of Grant Thornton LLP
as the Registrant's independent registered public accounting firm for the 2022
fiscal year:



                                                                           Percent of Shares
                                                                            Represented and       Percent of all
                                                                           Entitled to Vote         Outstanding
                                                                            on the Proposal           Shares

“For” “Against” “Abstention” Non-voting brokers

 Voting "For"          Voting "For"
  24,535,342          125,266            6,329                       0                  99.4 %                94.0 %



As the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.

Proposal 3- Advisory Vote on the Holder’s Executive Compensation Approval Resolution (“Say on Pay”):


                                                                         Percent of Shares
                                                                          Represented and       Percent of all
                                                                         Entitled to Vote         Outstanding
                                                                          on the Proposal           Shares
   "For"          "Against"        "Abstain"       Broker Non-Votes        Voting "For"          Voting "For"
  23,193,651          820,569           15,745               636,972                  96.5 %                88.9 %



As the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.

See also Article 8.01, Other Events, below.

Section 7.01 Disclosure of FD Regulations

Today, February 8, 2022, the Registrant is issuing a press release (Exhibit
99.1) announcing its fiscal 2021 first quarter financial and operating results.
The Registrant will conduct a related Webcast conference call today at 4:00 p.m.
Central Time. The press release will be posted on the Registrant's web site
located at http://www.escotechnologies.comand can be viewed through the
"Investor News" page of the web site under the "Investor Center" tab, although
the Registrant reserves the right to discontinue that availability at any time.


 Item 8.01 Other Events




In accordance with the statements made in Item 5.02 of the Registrant's Form 8-K
filed November 23, 2021, the retirement of director Larry W. Solley became
effective upon the expiration of his term at the 2022 Annual Meeting, at which
time the number of directors constituting the Registrant's Board of Directors
was reduced from eight to seven.


Item 9.01 Financial statements and supporting documents




(d)    Exhibits



  Exhibit No. Description of Exhibit
    99.1        Press Release dated February 8, 2022
  104         Cover Page Inline Interactive Data File




Other Matters



The information in this report furnished pursuant to Item 2.02 and Item 7.01,
including Exhibit 99.1, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 as amended ("Exchange Act") or
otherwise subject to the liabilities of that section, unless the Registrant
incorporates it by reference into a filing under the Securities Act of 1933 as
amended or the Exchange Act.



References to the Registrant's web site address are included in this Form 8-K
and the press release only as inactive textual references, and the Registrant
does not intend them to be active links to its web site. Information contained
on the Registrant's web site does not constitute part of this Form 8-K or the
press release.

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