Form 8-K - Current report

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): June 14, 2024

Commission file number 0-21513

DXP Enterprises, Inc.

(Exact name of registrant as specified in its charter)


Texas			76-0509661
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

5301 Hollister

(713)

996-4700

Houston,

Texas

77040

(Address of principal executive offices)

(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:

☐ 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 Exchange Act:


Title of Each Class	Trading Symbol	Name of Exchange on which Registered
Common Stock par value $0.01	DXPE	NASDAQ Global Select Market

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

On June 14, 2024, DXP Enterprises, Inc. (the “Company”) held its 2024 Annual Shareholders Meeting (the “Annual Meeting”). There were 16,240,692 shares of common stock entitled to be voted at the Annual Meeting, of which 14,205,975 or 87.5 percent, were voted in person or by proxy. Additionally, there were 16,122 shares of Series A and B preferred stock entitled to 1,612 votes at the Annual Meeting. The results for each item submitted for a vote of shareholders are as follows. The shareholders:

(1)Voted to elect each of the six (6) nominees for director.

(2)Approved, on an advisory basis, the compensation of the Company’s named executive officers.

(3) Approved ratification of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for fiscal 2024.

The Company’s inspector of election certified the following vote tabulations:

PROPOSAL 1: ELECTION OF DIRECTORS


	Vote Results	For	% For	Withheld	Broker Non-Votes
David R. Little	Re-elected	12,939,281	98.3%	224,112	1,044,194
Kent Yee	Re-elected	11,602,192	88.1%	1,561,201	1,044,194
Joseph R. Mannes	Re-elected	12,819,683	97.4%	343,710	1,044,194
Timothy P. Halter	Re-elected	10,645,861	80.9%	2,517,532	1,044,194
David Patton	Re-elected	12,777,761	97.1%	385,632	1,044,194
Karen Hoffman	Re-elected	10,414,020	79.1%	2,749,373	1,044,194

PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

With respect to the number of shares of Common Stock that were voted for, voted against, and were withheld from voting for proposal #2 to approve, as a non-binding advisory vote, executive compensation are set forth below:


For			12,093,392
% For			91.9%
Against			1,041,539
Abstain			28,462
Broker Non-Votes*			1,044,194
Vote Results			Approved

* Broker non-votes have no effect on this proposal.

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

With respect to the ratification of PricewaterhouseCoopers, LLP as independent registered public accountant that were voted for, voted against, and were withheld from voting for proposal #3 are set forth below:


For			14,177,122
% For			97.6%
Against			12,067
Abstain			18,398
Vote Results			Approved

* Broker non-votes have no effect on this proposal.

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.

DXP ENTERPRISES, INC.


June 18, 2024			By: /s/ Kent Yee
			Kent Yee
			Senior Vice President/Finance and Chief Financial Officer

Cover Page	Jun. 18, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 14, 2024
Entity File Number	0-21513
Entity Registrant Name	DXP Enterprises, Inc.
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	76-0509661
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77040
City Area Code	(713)
Local Phone Number	996-4700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock par value $0.01
Trading Symbol	DXPE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001020710
Amendment Flag	false
Entity Address, Address Line One	5301 Hollister