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DEFA14A 1 tic-proxysupplement.htm DEFA14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Material

☐ Soliciting Material under §240.14a-12

TIC Solutions, Inc.

(Name of Registrant as Specified In Its Charter)

_________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

SUPPLEMENT TO THE PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 1, 2026

Explanatory Note

This Proxy Statement Supplement (the “Supplement”) supplements the Proxy Statement on Schedule 14A (the “Proxy Statement”), dated May 21, 2026, relating to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of TIC Solutions, Inc. (the "Company") to be held on July 1, 2026.

This Supplement is being filed to add an additional Proposal No. 3 for the Annual Meeting to the Proxy Statement and the related proxy card that is soliciting an advisory, non-binding vote to approve the frequency of future advisory votes on the compensation of the Company’s named executive officers (“Say on Pay”). Proposal No. 3 is being added in accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act), and the related rules of the SEC. Proposal No. 3 was inadvertently omitted from the Proxy Statement and proxy card when originally filed with the SEC and this filing corrects that omission. Other than the addition of Proposal No. 3 to the Proxy Statement, the proxy card and the Updated Notice of Annual Meeting, no other changes have been made to the Proxy Statement or the proxy card. They remain in effect and continue to seek the vote of Company stockholders for the proposals to be voted on at the Annual Meeting.

Proposal No. 3 is a “non-routine” matter. If you are a beneficial owner and your shares are held in the name of a broker or other nominee, such broker or nominee is bound by the rules of the New York Stock Exchange (“NYSE”) whether or not it can exercise discretionary voting power for any particular proposal if the broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions on certain “routine” matters. A broker non-vote occurs when a nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received voting instructions from the beneficial owner of the shares. Broker non-votes are included in the calculation of the number of votes considered to be present at the Annual Meeting for purposes of determining the presence of a quorum but are not considered a vote cast. Accordingly, if you hold shares beneficially in street name and do not provide your broker with voting instructions as to Proposal No. 3, your shares constitute “broker non-votes” as to Proposal No. 3 and will have no effect on the outcome of Proposal No. 3. Abstentions will have no effect on the outcome of Proposal No. 3.

With respect to Proposal No. 3, your vote may be cast for “EVERY YEAR,” “EVERY TWO YEARS,” “EVERY THREE YEARS” or “ABSTAIN.” A vote to “ABSTAIN” will have no effect on the vote. The choice receiving the most votes cast by stockholders present virtually or represented by proxy and entitled to vote on the matter will be deemed to be the frequency preferred by the stockholders.

If you wish to cast your vote on Proposal No. 3, you must fill out and submit the revised proxy card or otherwise submit updated voting instructions, as described in the Proxy Statement and in this Supplement. The receipt of your new proxy card or voting instructions will revoke and supersede any proxy card or voting instructions previously submitted. Therefore, if you are submitting a new proxy card or voting instructions, you should vote on each proposal, including those for which you previously submitted a proxy card or voting instructions. If you have already voted and do not submit a new proxy card or voting instructions, your previously submitted proxy card or voting instructions will be voted at the Annual Meeting with respect to Proposals No. 1 and 2, but will not be counted in determining the outcome of Proposal No. 3. However, if you submit a new proxy card or voting instructions and vote only on Proposal No. 3, but do not give any directions as to the other proposals, your shares will be voted in favor of each of the eleven director nominees in Proposal No. 1 and “FOR” Proposal No. 2. Note, however, that if you hold shares beneficially in street name and submit a new proxy card or voting instructions and vote only on Proposal No. 3, but do not give any directions as to the other proposals, your previous voting instructions provided to your broker will remain valid.

This Supplement and a revised proxy card are being distributed or made available to stockholders on June 17, 2026. Capitalized terms used but not otherwise defined in this Supplement have the meanings ascribed to them in the Proxy Statement. This Supplement should be read together with the Proxy Statement, which should be read in its entirety.

UPDATED

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders,

It is my pleasure to invite you to attend TIC Solutions, Inc.’s 2026 Annual Meeting of Stockholders (“Annual Meeting”). The Annual Meeting will be held on July 1, 2026, at 10:00 a.m. (Eastern Time) in virtual-only format conducted via live webcast at www.virtualshareholdermeeting.com/TIC2026. You will be able to participate, submit questions and vote your shares electronically at the Annual Meeting. At the Annual Meeting, you will be asked to:

1. Elect eleven directors for a one-year term expiring at the 2027 Annual Meeting of Stockholders;

2. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

3. Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers.

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. These matters are more fully discussed in the Proxy Statement which was distributed or made available to stockholders on May 21, 2026, as supplemented by this Supplement. Our Board of Directors is soliciting proxies from stockholders who are entitled to vote at the Annual Meeting. Only stockholders of record as of the close of business on May 11, 2026, may vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, please vote using the Internet, by telephone or by mail, in each case, by following the instructions in our Proxy Statement. Stockholders who execute a proxy may nevertheless attend the Annual Meeting, revoke their proxy, and vote their shares during the Annual Meeting.

Robert A. E. Franklin

Executive Chairman of the Board

June 17, 2026

VOTING METHODS

You may vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, you have a choice of voting using the Internet, by telephone, or by mail using a traditional proxy card.

INTERNET

TELEPHONE

MAIL

Visit www.proxyvote.com and follow the instructions. You will need the 16-digit control number included on your proxy card, voter instruction form or notice.

Call 1-800-690-6903 to transmit your voting instructions up until 11:59 p.m. (Eastern Time) the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

If you would like to request a copy of the materials for this and/or future stockholder meetings, you may (1) visit www.proxyvote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com.

TIC Solutions, Inc.

200 South Park Road, Suite 350

Hollywood, FL 33021


PROPOSAL NO. 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” A FREQUENCY PERIOD OF “ONE YEAR” FOR FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Act requires us to provide our stockholders with the opportunity to vote, on an advisory, non-binding basis, for their preference as to whether future Say on Pay advisory votes on the compensation of our named executive officers should occur every one, two or three years. We are required to hold a vote on the frequency of Say on Pay proposals every six years.

After careful consideration, our Board recommends that we conduct an annual advisory vote to approve executive compensation. Our Board believes that a frequency of every year for the Say on Pay vote on the compensation of our named executive officers is the best approach for the Company and our stockholders. An annual advisory vote provides more frequent stockholder feedback to our Board and the Compensation Committee regarding our executive compensation programs and policies.

When voting on this proposal, you may indicate whether you would prefer an advisory vote every one, two or three years, or you may abstain from voting. If a majority of the votes cast do not favor one of the three frequencies, the frequency that receives the most votes will be considered by us to be the frequency favored by stockholders.

SEC Form DEFA14A filed by TIC Solutions Inc.