Current Report Filing (8-k)
February 28 2018 - 3:42PM
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
February 22, 2018
Date of Report (Date of earliest event reported)
Installed
Building Products, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36307
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45-3707650
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(State or other jurisdiction of
incorporation)
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(Commission
File No.)
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(I.R.S. employer
identification number)
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495 South High Street, Suite 50
Columbus, Ohio 43215
(Address of principal executive offices, including zip code)
(614)
221-3399
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligations of
the registrant under any of the following provisions (see General Instructions 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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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 (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. ☐
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On February 22, 2018, the
Board of Directors (the Board of Directors) of Installed Building Products, Inc. (the Company), upon recommendation by the Nominating and Corporate Governance Committee, approved the amendment and restatement of the bylaws
(as so amended and restated, the Bylaws), effective as of such date.
The Bylaws implement majority voting in uncontested director elections
(the Majority Voting Amendment). The Majority Voting Amendment provides that a director nominee may be elected only upon the affirmative vote of a majority of the total votes cast, which means that the number of shares voted
for a directors election must exceed the number of shares voted against that directors election. Votes cast do not include abstentions or broker
non-votes.
Prior
to the adoption of the Majority Voting Amendment, members of the Board of Directors were elected by a plurality of votes cast, whether or not the election was contested. The Bylaws retain plurality voting for contested director elections.
In addition, pursuant to the Majority Voting Amendment, incumbent directors who fail to receive a majority of votes are required to promptly tender his or her
resignation to the Board of Directors. Such resignation will become effective only upon acceptance by the Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors on whether to accept
or reject the resignation, and the Board of Directors will act on such resignation taking into account the Nominating and Corporate Governance Committees recommendation and publicly disclose its decision within 90 days from the date of the
certification of the election results.
The amendments also include various updates, administrative refinements and clarifications, including updates in
response to changes in Delaware General Corporation Law.
The foregoing description of the Bylaws is qualified in its entirety by reference to the full
text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
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 hereunto duly authorized.
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INSTALLED BUILDING PRODUCTS, INC.
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Date: February 28, 2018
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By:
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/s/ Michael T. Miller
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Executive Vice President and
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Chief Financial Officer
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