Bylaw Amendment · Shareholder Vote

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) May 14, 2025 TEREX CORP ORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-10702 34-1531521 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 301 Merritt 7, 4th Floor Norwalk Connecticut 06851 (Address of Principal Executive Offices) (Zip Code)              Registrant's telephone number, including area code ( 203 ) 222-7170 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 (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(s) Name of each exchange on which registered Common Stock ($0.01 par value) TEX New York Stock Exchange 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 14, 2025, the Board of Directors of Terex Corporation (the “Company”) approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), effective as of such date. The modifications contained in the Bylaws include, among other things, the following: • updating of provisions related to procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings; • requiring that a stockholder soliciting proxies from other stockholders use a proxy card color other than white; • conforming certain provisions to recent amendments to the Delaware General Corporation Law; • updating the state law exclusive forum provision to specify the Delaware Court of Chancery; and • incorporating various other updates and administrative, technical, clarifying and conforming changes. The foregoing summary of the amendments to the Corporation’s Bylaws does not purport to be complete and is qualified in all respects by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders . (a) The Company’s Annual Meeting was held on May 14, 2025. (b) At the Annual Meeting, the Company’s stockholders (i) elected Paula H. J. Cholmondeley , Donald DeFosset , Simon Meester, Sandie O’Connor, Christopher Rossi, Andra Rush, David A. Sachs and Seun Salami to the Company’s Board of Directors until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) approved in an advisory vote the compensation of the Company’s named executive officers, and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results for each matter submitted to a vote of stockholders at the Company’s Annual Meeting were as follows: For Against Abstain Broker Non-Votes Proposal 1 : Election of Directors: Paula H. J. Cholmondeley 57,370,806  878,304  26,612  4,262,508  Donald DeFosset 56,292,116  1,955,205  28,401  4,262,508  Simon Meester 57,540,556  700,993  34,173  4,262,508  Sandie O'Connor 56,270,983  1,977,336  27,403  4,262,508  Christopher Rossi 57,069,290  1,177,833  28,599  4,262,508  Andra Rush 57,095,976  1,151,919  27,827  4,262,508  David Sachs 56,319,634  1,928,029  28,059  4,262,508  Seun Salami 58,063,301  154,167  58,254  4,262,508  - 2 - For Against Abstain Broker Non-Votes Proposal 2: Advisory vote on the compensation of the Company’s named executive officers 56,419,026 1,793,940 62,756 4,262,508 1 Year 2 Years 3 Years Abstain Proposal 3 :Ratification of the selection of KPMG LLP as independent registered public accounting firm for the Company for 2025 62,386,892 107,924 43,414 -0- Item 9.01. Financial Statements and Exhibits. (d) Exhibits 3.1 Amended and Restated Bylaws of Terex Corporation, dated as of May 14, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: May 16, 2025 TEREX CORPORATION By: /s/Scott J. Posner Scott J. Posner Senior Vice President Secretary and General Counsel - 3 -