UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  April 22, 2020

 

UNIVERSAL FOREST PRODUCTS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Michigan

00-22684

38-1465835

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

2801 East Beltline, N.E.

Grand Rapids, Michigan

 

 

49525

(Address of principal executive office)

 

(Zip Code)

 

Registrant's telephone number, including area code: (616) 364-6161

 

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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

UFPI

The NASDAQ Stock Market, LLC

 

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. 

Section 5.Corporate Governance and Management

 

Item 5.07.Submission of Matters to a Vote of Security Holders

 

On April 22, 2020, the Company held its 2020 Annual Meeting of Shareholders. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies; the proposals are described in detail in the Company's Proxy Statement dated March 13, 2020. The voting results are as follows:

Proposal 1 – Election of Directors

The following individuals were elected to serve as directors of the Company to hold office until the 2023 Annual Meeting of Shareholders, by the following votes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nominee

 

 

For

 

 

Against

 

 

Abstain

 

Broker Non-Votes

Benjamin J. McLean

 

 

55,213,342

 

198,535

 

40,025

 

2,548,138

Mary E. Tuuk

 

 

54,881,278

 

497,884

 

72,740

 

2,548,138

Michael G. Wooldridge

 

54,046,422

 

1,366,206

 

39,274

 

2,548,138

 

Proposal 2 – Vote to Amend the Company's Articles of Incorporation to Change the Name of the Company to UFP Industries, Inc.

 

The shareholders approved the Amendment to the Company's Articles of Incorporation by the following votes:

 

 

 

 

 

 

For

 

Against

 

Abstain

57,474,363

 

34,638

 

491,039

 

Proposal 3 – Ratification of the Appointment of Deloitte & Touche LLP as the Company's independent Registered Public Accounting Firm for Fiscal 2020.

The shareholders ratified the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public account firm for fiscal 2020 by the following votes:

 

 

 

 

 

For

 

Against

 

Abstain

57,253,280

 

524,542

 

222,218

Proposal 4 – Advisory (Non-Binding) Vote on Executive Compensation.

The shareholders approved the proposed resolution to approve the compensation of the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC by the following votes:

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

53,479,731

 

1,659,200

 

312,971

 

2,548,138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURE

 

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 thereunto duly authorized.

 

8

 

 

Dated:  April 22, 2020

UNIVERSAL FOREST PRODUCTS, INC.

 

(Registrant)

 

 

 

 

By:

/s/ Michael R. Cole

 

 

Michael R. Cole

 

 

Principal Financial Officer and Treasurer

 

 

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