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): August 24, 2023

CSW INDUSTRIALS, INC.

(Exact name of registrant as specified in charter)

Delaware

001-37454

47-2266942

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

5420 Lyndon B. Johnson Freeway, Suite 500

Dallas, Texas 75240

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 884-3777

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):


			☐			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, par value $0.01 per share

CSWI

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined by 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 August 24, 2023, CSW Industrials, Inc., a Delaware corporation (the “Company”), held its 2023 Annual Meeting of Shareholders (the “Meeting”). The number of shares present at the Meeting was 14,376,276, representing 92.48% of the 15,544,050 shares issued and outstanding that were entitled to vote on July 6, 2023, the record date for the Meeting.

Three items of business were submitted to shareholders at the Meeting. The voting results for each proposal are set forth below. Percentages shown are calculated in accordance with the methodology for counting votes for each proposal as described in the proxy statement related to the Meeting.

1.Election of Directors. The director nominees listed below were duly elected at the Meeting for a one-year term expiring in 2023 pursuant to the following votes:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Joseph Armes	13,246,386 (98.93%)	143,664 (1.07%)	986,226
Michael Gambrell	12,387,752 (92.51%)	1,000,298 (7.49%)	986,226
Bobby Griffin	12,851,105 (95.98%)	538,945 (4.02%)	986,226
Terry Johnston	13,003,901 (97.12%)	386,149 (2.88%)	986,226
Linda Livingstone	12,840,499 (95.90%)	549,551 (4.10%)	986,226
Anne Motsenbocker	13,297,769 (99.31%)	92,281 (0.69%)	986,226
Robert Swartz	12,964,230 (96.82%)	425,820 (3.18%)	986,226
Kent Sweezey	13,139,068 (98.13%)	250,982 (1.87%)	986,226

2.Advisory Vote on Executive Compensation. The proposal for approval, on an advisory basis, of the compensation of the Company’s named executive officers received the following votes:


Votes FOR:			12,911,334 (96.80%)
Votes AGAINST:			426,426 (3.20%)
Votes ABSTAINED:			52,290
Broker Non-Votes:			986,226

3.Ratification of Independent Registered Public Accounting Firm. Grant Thornton LLP was ratified to serve as the Company’s independent registered public accounting firm for fiscal 2024 pursuant to the following votes:


Votes FOR:			14,332,739 (99.76%)
Votes AGAINST:			33,059 (0.24%)
Votes ABSTAINED:			10,478
Broker Non-Votes:			0

No other matters were voted on at the Meeting.

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.

Dated: August 24, 2023



By:						/s/ Luke E. Alverson

Name:						Luke E. Alverson
Title:						Senior Vice President, General Counsel & Secretary

Cover	Aug. 24, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 24, 2023
Entity Registrant Name	CSW INDUSTRIALS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37454
Entity Tax Identification Number	47-2266942
Entity Address, Address Line One	5420 Lyndon B. Johnson Freeway, Suite 500
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	214
Local Phone Number	884-3777
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 per share
Trading Symbol	CSWI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001624794
Amendment Flag	false