Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 3, 2022
ENCORE WIRE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
000-20278
75-2274963
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer Identification No.)
1329 Millwood Road
McKinney,
Texas
75069
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (972) 562-9473
(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 (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 $.01 per share
WIRE
The NASDAQ Global Select Market
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 2022 Annual Meeting was held at 9:00 a.m., local time, on May 3, 2022, via live webcast.
The Board solicited proxies pursuant to Regulation 14A under the Securities Exchange Act of 1934. There was no solicitation in opposition to the Board’s 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 19,727,671 shares of the Company’s common stock outstanding and entitled to vote at the meeting, 17,972,521 shares were present in person or by proxy, representing approximately 91.10% of the outstanding shares.
The first matter voted on by the stockholders, as fully described in the proxy statement for the 2022 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.
Director Nominee
Number of Votes Received
Number Withheld
Broker Non-Votes
Gregory J. Fisher
6,850,457
9,187,424
1,934,640
Daniel L. Jones
15,508,220
529,661
1,934,640
Gina A. Norris
15,186,086
851,795
1,934,640
William R. Thomas
15,044,289
993,592
1,934,640
Scott D. Weaver
14,444,566
1,593,315
1,934,640
John H. Wilson
14,395,760
1,642,121
1,934,640
The second matter voted on by the stockholders, as fully described in the proxy statement for the 2022 Annual Meeting, was a resolution to approve, in a non-binding advisory vote, the compensation of the Company’s 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.
Number of Shares
Voted FOR the
Resolution
Number of Shares
Voted AGAINST
the Resolution
Number of Shares
ABSTAINING FROM
the Resolution
Broker Non-Votes
15,055,462
960,269
22,150
1,934,640
The third matter voted on by the stockholders, as fully described in the proxy statement for the 2022 Annual Meeting, was a resolution to ratify the appointment of Ernst & Young LLP as the auditor of the Company’s financial statements for the year ending December 31, 2022. The following table presents the number of shares voted for, against, and abstaining from such resolution and the number of broker non-votes.
Number of Shares
Voted FOR the
Resolution
Number of Shares
Voted AGAINST
the Resolution
Number of Shares
ABSTAINING FROM
the Resolution
Broker Non-Votes
17,604,095
363,613
4,813
0
Item 9.01 Financial Statements and Exhibits.
(i)Exhibits.
Exhibit Number
Description
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENCORE WIRE CORPORATION
May 5, 2022
By:
/s/ BRET J. ECKERT
Bret J. Eckert, Vice President – Finance, Treasurer, Secretary and Chief Financial Officer