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): August 1, 2025

SMITH-MIDLAND CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

1-13752

54-1727060

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

P.O. Box 300, 5119 Catlett Road

Midland, Virginia 22728

(Address of principal executive offices)

(540) 439-3266

(Registrant’s telephone number, including area code)

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 Instruction 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

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

SMID

NASDAQ

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 5.07 Submission of Matters to A Vote of Security Holders

The Company held its Annual Meeting of Stockholders on August 1, 2025. The final results of the voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

Proposal No. 1.

The Board of Directors’ nominees were elected to serve as directors until the next Annual Meeting or until each of their respective successors is duly elected and qualified by the votes set forth below:

	For		Withheld
Ashley B. Smith		2,894,321		9,367
James Russell Bruner		2,586,256		317,432
Matthew I. Smith		2,801,623		102,065
Read Van de Water		2,798,223		105,465
Richard Gerhardt		2,613,505		290,183

Proposal No. 2.

The Stockholders ratified the selection of BDO USA, LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2025 by the votes set forth below:

For				Against				Abstain
	3,084,712				27,376				367,000

Proposal No. 3.

The Stockholders approved an advisory vote on executive compensation for named executive officers by the votes set forth below:

For				Against				Abstain
	3,045,521				13,362				6,832

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.

Date: August 6, 2025
	SMITH-MIDLAND CORPORATION

	By:	/s/ Dominic L. Hunter
		Dominic L. Hunter Chief Financial Officer

SMITH MIDLAND CORP 8-K