Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting on June 2, 2022. The shareholders considered four proposals, each of which is described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2022. Results of voting with respect to the proposals submitted at the Annual Meeting are set forth below.

Proposal 1: Election of Directors



Name                     Votes For      Votes Withheld       Broker Non-vote
Raymond T. Betler        8,299,745          241,138             1,055,625
Dirk Jungé               6,165,139         2,375,744            1,055,625
John F. Kasel            8,340,480          200,403             1,055,625
John E. Kunz             8,343,566          197,317             1,055,625
Diane B. Owen            8,176,495          364,388             1,055,625
Robert S. Purgason       6,660,908         1,879,975            1,055,625
William H. Rackoff       6,098,767         2,442,116            1,055,625
Suzanne B. Rowland       5,917,389         2,623,494            1,055,625
Bruce E. Thompson        7,499,222         1,041,661            1,055,625

As a result of the shareholder vote, all of the foregoing nominees were elected to serve until the next annual meeting of shareholders or until their successors are elected and qualified.

Proposal 2: Ratification of appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2022:



 Votes For       Votes Against       Abstentions
 9,517,862          73,211              5,435

The foregoing proposal was approved.

Proposal 3: Advisory approval of named executive officers' 2021 compensation.



 Votes For       Votes Against       Abstentions       Broker Non-vote
 6,926,907         1,607,054            6,922             1,055,625

The foregoing proposal was approved.

Proposal 4: Approval of the L.B. Foster Company 2022 Equity and Incentive Compensation Plan.



 Votes For       Votes Against       Abstentions       Broker Non-vote
 6,421,164         2,111,281            8,438             1,055,625

The foregoing proposal was approved.

No other matters or proposals were voted on at the Annual Meeting.

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Item 9.01 Financial Statements and Exhibits



(d)  Exhibits

See Exhibit Index below.


                                 Exhibit Index
    Exhibit Number     Description
         *104          Cover Page Interactive Data File (formatted as inline XBRL and contained in
                       Exhibit 101)

*Exhibits marked with an asterisk are filed herewith.

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