Item 5.07 Submission of Matters to a Vote of Security Holders.
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 9, 2017.
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 20,745,531 shares of the Companys common stock outstanding and entitled to vote at the
meeting, 19,807,436.00 shares were present in person or by proxy, representing approximately 95.48% 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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17,310,943.00
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828,329.00
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1,668,164.00
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Gregory J. Fisher
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17,259,128.00
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880,144.00
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1,668,164.00
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Daniel L. Jones
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17,635,253.00
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504,019.00
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1,668,164.00
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William R. Thomas III
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17,881,990.00
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257,282.00
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1,668,164.00
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Scott D. Weaver
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17,806,715.00
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332,557.00
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1,668,164.00
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John H. Wilson
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17,390,140.00
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749,132.00
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1,668,164.00
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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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17,659,414.00
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466,736.00
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13,121.00
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1,668,165.00
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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 proposal to determine, in a
non-binding
advisory vote, whether a stockholder vote to approve the compensation of the Companys named executive officers should occur every one, two or three years,
also known as a
say-on-frequency
proposal. The following table presents the number of shares voted for each alternative, the number of shares that abstained
from such proposal and the number of broker
non-votes.
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Number of
Shares
Voted for
1 YEAR
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Number of
Shares
Voted for
2 YEARS
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Number of
Shares
Voted for
3 YEARS
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Number of
Shares
ABSTAINING
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Broker Non-
Votes
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13,699,639.00
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25,744.00
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4,396,013.00
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17,874.00
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1,668,166.00
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In light of the stockholders vote on the third matter, the Company has determined that, until the next stockholder vote
on a
say-on-frequency
proposal, the Company will include a stockholder vote on the compensation of executives in its proxy materials every year.
The fourth 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, 2017. 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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19,451,311.00
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344,198.00
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11,927.00
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0.00
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The fifth matter voted on by the stockholders, as fully described in the proxy statement for the annual meeting, was a
resolution to approve the amendment and restatement of the Encore Wire Corporation 2010 Stock Option Plan. 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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17,705,934.00
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417,988.00
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15,347.00
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1,668,167.00
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