Current Report Filing (8-k)

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 6, 2019

Eagle Materials Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-12984	75-2520779
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5960 Berkshire Ln. , Suite 900 Dallas , Texas		75225
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: ( 214 ) 432-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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, $0.01 par value

EXP

New York Stock Exchange

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.

The Company held its Annual Meeting of Stockholders on August 6, 2019. At the Annual Meeting, George J. Damiris, Martin M. Ellen and David B. Powers were elected to the Board of Directors by the holders of the Company’s Common Stock, par value $0.01 per share, to serve until the 2022 Annual Meeting of Stockholders. The Company’s stockholders also approved an advisory resolution regarding the compensation of the Company’s named executive officers, as well as the expected appointment by the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending March 31, 2020. Voting results for the director nominees and the other proposals are summarized below:

Election of Class I Directors

	Number of Shares of Common Stock
Director Nominee	For		Against		Abstain		Broker Non-Votes
George J. Damiris		37,912,455		1,648,927		119,241		1,555,097
Martin M. Ellen		39,329,034		272,561		79,028		1,555,097
David B. Powers		38,061,016		1,536,289		83,318		1,555,097

Margot L. Carter, Michael R. Nicolais and Richard R. Stewart continue to serve as directors with a term expiring in 2020. F. William Barnett, Ed H. Bowman, Richard Beckwitt and Michael R. Haack continue to serve as directors with a term expiring in 2021.

Approval of an advisory resolution regarding the compensation of the Company’s named executive officers

Number of Shares of Common Stock
For		Against		Abstain		Broker Non-Votes
	31,531,092		8,019,591		129,940		1,555,097

Approval of Ernst & Young LLP as the Independent Auditors

Number of Shares of Common Stock
For		Against		Abstain		Broker Non-Votes
	40,856,910		296,791		82,019		0

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.