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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) April 24, 2025
FASTENAL COMPANY
(Exact name of registrant as specified in its charter)
Minnesota0-1612541-0948415
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer Identification No.)
2001 Theurer Boulevard, Winona, Minnesota
55987-1500
      (Address of principal executive offices) (Zip Code)

 (507) 454-5374
(Registrant's telephone number, including area code)
 
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:
 ☐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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $.01 per shareFASTThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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.
Effective as of the same time and date as the forward stock split described in Item 5.03 below, the compensation committee of the board of directors (the 'Board') of Fastenal Company (the 'Company') approved an increase to the number of shares of common stock, par value $.01 per share (the 'Common Stock'), available for issuance under the Company’s equity compensation plans in proportion to the forward stock split. Upon effectiveness, the forward stock split will result in an increase in the number of shares of Common Stock issuable upon vesting or settlement of equity awards in proportion to the forward stock split.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced, the Board approved a two-for-one forward split of the Company's Common Stock. The record date for the split is May 5, 2025, the effective time is the close of business on May 21, 2025 (the 'Effective Time'), and the forward split will be recognized at the commencement of trading on the Nasdaq Stock Market on May 22, 2025 (the ex-dividend date). On April 24, 2025, the Company’s Restated Articles of Incorporation were amended pursuant to the authority afforded to the Board in connection with the forward stock split. At the Effective Time, the amendment will increase the number of shares of Common Stock authorized for issuance to 1,600,000,000 shares with no change in par value.
The text of the amendment is filed as Exhibit 3.1 to this report and incorporated herein by reference. The Company restated its Restated Articles of Incorporation to reflect the amendment described above. The text of the Company’s Restated Articles of Incorporation is filed as Exhibit 3.2 to this report and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 24, 2025, the Company held its annual meeting of shareholders (the 'Annual Meeting') in Winona, Minnesota. As of the record date for the Annual Meeting, there were 573,451,114 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. There were 522,381,775 shares of Common Stock represented in person or by proxy at the Annual Meeting; therefore, a quorum was present. The following is a brief summary of each matter voted upon at the Annual Meeting:
•Proposal #1 – Election of directors. The election of a board of directors consisting of eleven members to serve until the next regular meeting of shareholders or until their successors have been elected and qualified. The voting results were as follows:
Names of DirectorsTotal Number of Votes ForTotal Number of Votes AgainstTotal Number of Votes Abstaining
Scott A. Satterlee454,393,652 13,351,624 853,265 
Michael J. Ancius436,761,725 30,993,056 843,760 
Stephen L. Eastman434,426,653 33,121,194 1,050,694 
Brady D. Ericson467,013,555 679,254 905,732 
Daniel L. Florness466,095,464 1,740,846 762,231 
Rita J. Heise434,065,072 33,524,708 1,008,761 
Hsenghung Sam Hsu456,510,105 11,050,088 1,038,348 
Daniel L. Johnson455,916,494 11,624,660 1,057,387 
Sarah N. Nielsen461,257,653 6,564,344 776,544 
Irene A. Quarshie456,595,120 10,989,357 1,014,064 
Reyne K. Wisecup455,984,313 11,867,384 746,844 
There were 53,783,234 broker non-votes.
Based on the votes set forth above, all of the foregoing persons were elected to serve until the next regular meeting of shareholders or until their successors have been elected and qualified.
•Proposal #2 – Ratification of appointment of independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:
ForAgainstAbstain
517,474,9484,106,483800,344
Based on the votes set forth above, the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the Company's shareholders.


•Proposal #3 – An advisory vote on a non-binding resolution to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting. The voting results were as follows:
ForAgainstAbstain
438,459,18828,537,4621,601,891
There were 53,783,234 broker non-votes.
Based on the votes set forth above, the resolution for the approval, on an advisory basis, of the compensation of the Company's named executive officers was adopted by the Company's shareholders.
Item 9.01. Financial Statements and Exhibits.
INDEX TO EXHIBITS
Exhibit
Number		Description of Document
3.1
3.2
104The cover page from the Current Report on Form 8-K formatted in Inline XBRL.


SIGNATURE
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.
  Fastenal Company
(Registrant)
April 25, 2025By:/s/   SHERYL A. LISOWSKI
(Date)
Sheryl A. Lisowski
Executive Vice President - Interim Chief Financial Officer, Chief Accounting Officer, and Treasurer

Exhibit 3.1
ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
FASTENAL COMPANY
The undersigned, Sheryl A. Lisowski, Executive Vice President, Interim Chief Financial Officer, Chief Accounting Officer, and Treasurer of Fastenal Company, a Minnesota corporation (the 'Corporation'), hereby certifies (i) that Article III of the Corporation's Restated Articles of Incorporation has been amended, effective at the close of business on May 21, 2025 (the 'Effective Time'), to read in its entirety as follows:
''ARTICLE III.
The aggregate number of shares that the corporation has authority to issue is 1,605,000,000. The shares are classified in two classes, consisting of 5,000,000 shares of Preferred Stock of the par value of $.01 per share and 1,600,000,000 shares of Common Stock of the par value of $.01 per share. The Board of Directors is authorized to establish one or more series of Preferred Stock, setting forth the designation of each such series, and fixing the relative rights and preferences of each such series.''
(ii) that such amendment has been adopted in accordance with the requirements of, and pursuant to, Chapter 302A of the Minnesota Statutes; (iii) that such amendment was adopted pursuant to Section 302A.402, subd. 3, of the Minnesota Statutes in connection with a two-for-one division of the Corporation's Common Stock, par value $.01 per share (the 'Common Stock'); and (iv) that such amendment will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series of the Corporation and will not result in the percentage of authorized shares of any class or series that remains unissued after such division exceeding the percentage of authorized shares of that class or series that were unissued before the division.
The division giving rise to the amendment set forth above is a two-for-one division of the Common Stock. Such division is being effected as follows:
(i) Effective at the Effective Time, each share of Common Stock outstanding immediately prior to the Effective Time will be split and divided into two shares of Common Stock, all of which shall be validly issued, fully paid and nonassessable;
(ii) Each stock certificate representing a share or shares of Common Stock immediately prior to the Effective Time shall continue to represent the same number of shares following the Effective Time; and
(iii) One additional share of authorized but previously unissued Common Stock will be issued for each share of Common Stock outstanding immediately prior to the Effective Time. The record date for determining the shareholders of record entitled to receive such stock certificate or certificates shall be the close of business on May 5, 2025 (the 'Record Date'). With respect to each share of Common Stock, if any, that is first issued and becomes outstanding after the close of business on the Record Date, but prior to the Effective Time, and remains outstanding at the Effective Time, the book-entry or stock certificate, as applicable, for the additional share resulting from the division of any such share of Common Stock shall be issued to the first holder of record to whom such share of Common Stock was issued.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April, 2025.
/s/ Sheryl A. Lisowski
Sheryl A. Lisowski
Executive Vice President, Interim Chief Financial Officer,
Chief Accounting Officer, and Treasurer

Exhibit 3.2
RESTATED
ARTICLES OF INCORPORATION
OF
FASTENAL COMPANY
The undersigned, Sheryl A. Lisowski, Executive Vice President, Interim Chief Financial Officer, Chief Accounting Officer, and Treasurer of Fastenal Company, a Minnesota corporation (the 'Corporation'), does hereby certify that the attached Restated Articles of Incorporation correctly set forth the corresponding provisions of the articles as amended, effective at the close of business on May 21, 2025, and were adopted by the Corporation in accordance with Chapter 302A of the Minnesota Statutes.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of April, 2025.
/s/ Sheryl A. Lisowski
Sheryl A. Lisowski
Executive Vice President, Interim Chief Financial Officer,
Chief Accounting Officer, and Treasurer


Exhibit 3.2 (Continued)
RESTATED
ARTICLES OF INCORPORATION
OF
FASTENAL COMPANY
ARTICLE I.
The name of the corporation is Fastenal Company.
ARTICLE II.
The address of the registered office of the corporation is 2001 Theurer Boulevard, Winona, Minnesota 55987.
ARTICLE III.
The aggregate number of shares that the corporation has authority to issue is 1,605,000,000. The shares are classified in two classes, consisting of 5,000,000 shares of Preferred Stock of the par value of $.01 per share and 1,600,000,000 shares of Common Stock of the par value of $.01 per share. The Board of Directors is authorized to establish one or more series of Preferred Stock, setting forth the designation of each such series, and fixing the relative rights and preferences of each such series.
ARTICLE IV.
Shareholders of the corporation shall have no preemptive rights to acquire securities or rights to purchase securities of the corporation.
ARTICLE V.
There shall be no cumulative voting in the election of directors of the corporation.
ARTICLE VI.
Any action required or permitted to be taken at a meeting of the Board of Directors of the corporation, other than actions requiring shareholder approval, may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all directors were present.
ARTICLE VII.
No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article shall not eliminate or limit the liability of a director to the extent provided by applicable law: (a) for any breach of the director's duty of loyalty to the corporation or its shareholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) under Section 302A.559 or 80A.23 of the Minnesota Statutes, (d) for any transaction from which the director derived an improper personal benefit, or (e) for any act or omission occurring prior to the effective date of this Article. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
ARTICLE VIII.
The corporation shall be subject, and hereby elects to be subject, to Section 302A.671 of the Minnesota Statutes, as amended from time to time. The affirmative vote of the holders of a majority of the voting power of all shares of the corporation entitled to vote, and the affirmative vote of the holders of a majority of the voting power of all shares of the corporation entitled to vote excluding, if the corporation shall then have an 'acquiring person' (as defined in Section 302A.011 of the Minnesota Statutes as amended from time to time) all 'interested shares' (as defined in Section 302A.011 of the Minnesota Statutes, as amended from time to time), shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article VIII.
ARTICLE IX.
The corporation shall be subject, and hereby elects to be subject, to Section 302A.673 of the Minnesota Statutes, as amended from time to time. The affirmative vote of the shareholders of the corporation, other than 'interested shareholders' and their 'affiliates' and 'associates' (each as defined in Section 302A.011 of the Minnesota Statutes, as amended from time to time), holding a majority of the outstanding voting power of all shares of the corporation entitled to vote, excluding the shares of interested shareholders and their affiliates and associates, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article IX; provided, however, that no such amendment, repeal or inconsistent provision shall be effective (i) until eighteen (18) months after the vote of shareholders of the corporation and (ii) unless such amendment, repeal or inconsistent provision provides that it does not apply to any 'business combination' (as defined in Section 302A.011 of the Minnesota Statutes, as amended from time to time) of the corporation with, with respect to, proposed by or on behalf of, or


Exhibit 3.2 (Continued)
pursuant to any agreement, arrangement or understanding (whether or not in writing) with, an interested shareholder whose 'share acquisition date' (as defined in Section 302A.011 of the Minnesota Statutes, as amended from time to time) is on or before the effective date of such amendment, repeal or inconsistent provision, or any affiliate or associate of that interested shareholder.
ARTICLE X.
Subject to the rights, if any, of the holders of one or more classes or series of Preferred Stock issued by the corporation, voting separately by class or series to elect directors in accordance with the terms of such Preferred Stock, each director of the corporation shall be elected at a meeting of shareholders by the vote of the majority of the votes cast with respect to that director, provided that directors of the corporation shall be elected by a plurality of the votes present and entitled to vote on the election of directors at any such meeting for which the number of nominees (other than nominees withdrawn on or prior to the day preceding the date the corporation first mails its notice for such meeting to the shareholders) exceeds the number of directors to be elected. For purposes of this Article X, a majority of the votes cast means that the votes entitled to be cast by the holders of all then outstanding shares of voting stock of the corporation that are voted 'for' a director must exceed the votes entitled to be cast by the holders of all then outstanding shares of voting stock of the corporation that are voted 'against' that director.