Current Report Filing (8-k)
May 14 2018 - 5:11PM
Edgar (US Regulatory)
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 8, 2018
ENCORE WIRE
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-20278
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75-2274963
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1329 Millwood Road
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McKinney, Texas
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75069
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (972)
562-9473
(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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
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Submission of Matters to a Vote of Security Holders.
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The annual meeting of the stockholders of Encore
Wire Corporation, a Delaware corporation (the Company), was held at the Companys corporate offices at 1329 Millwood Road, McKinney, Texas, 75069, at 9:00 a.m., local time, on May 8, 2018.
The board of directors of the Company (the Board) solicited proxies pursuant to Regulation 14A under the Securities Exchange Act of 1934. There
was no solicitation in opposition to the Boards nominees for director as listed in the proxy statement, and all of such nominees were duly elected as reported below.
Out of a total of 20,844,148 shares of the Companys common stock outstanding and entitled to vote at the meeting, 19,748,120.00 shares were present in
person or by proxy, representing approximately 94.74% of the outstanding shares.
The first matter voted on by the stockholders, as fully described in the
proxy statement for the annual meeting, was the election of directors. The following table presents the number of shares voted for and number of shares withheld from each nominee for director and the number of broker
non-votes.
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Director Nominee
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Number of
Votes Received
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Number Withheld
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Broker Non-
Votes
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Donald E. Courtney
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17,056,667.00
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942,245.00
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1,749,208.00
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Gregory J. Fisher
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16,423,658.00
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1,575,254.00
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1,749,208.00
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Daniel L. Jones
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17,309,335.00
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689,577.00
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1,749,208.00
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William R. Thomas III
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17,521,648.00
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477,264.00
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1,749,208.00
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Scott D. Weaver
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17,510,330.00
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488,582.00
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1,749,208.00
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John H. Wilson
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17,059,012.00
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939,900.00
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1,749,208.00
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The second matter voted on by the stockholders, as fully described in the proxy statement for the annual meeting, was a
resolution to approve, in a
non-binding
advisory vote, the compensation of the Companys named executive officers. The following table presents the number of shares voted for, against, and abstaining from
such resolution and the number of broker
non-votes.
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Number of Shares
Voted FOR the
Resolution
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Number of Shares
Voted AGAINST
the Resolution
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Number of Shares
ABSTAINING FROM
the
Resolution
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Broker Non-
Votes
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17,557,805.00
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372,956.00
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68,151.00
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1,749,208.00
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The third matter voted on by the stockholders, as fully described in the proxy statement for the annual meeting,
was a resolution to ratify the appointment of Ernst & Young LLP as the auditor of the Companys financial statements for the year ending December 31, 2018. The following table presents the number of shares voted for, against, and
abstaining from such resolution and the number of broker
non-votes.
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Number of Shares
Voted FOR the
Resolution
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Number of Shares
Voted AGAINST
the Resolution
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Number of Shares
ABSTAINING FROM
the
Resolution
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Broker Non-
Votes
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19,581,997.00
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154,197.00
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11,926.00
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0.00
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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ENCORE WIRE CORPORATION
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Date: May 14, 2018
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By:
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/s/ FRANK J. BILBAN
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Frank J. Bilban, Vice President Finance,
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Chief Financial Officer, Treasurer and
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Secretary
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