UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2021 (November 13, 2020)

PGT Innovations, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (941) 480-1600

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:

Securities registered pursuant to Section 12(b) of the Act:

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 4.01. Changes in Registrant’s Certifying Accountant.

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 19, 2020 (the “Initial Form 8-K”) by PGT Innovations, Inc. (the “Company”) regarding the decision of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) on November 13, 2020, to dismiss KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm, effective upon the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021. On March 2, 2021, the Company filed its Annual Report on Form 10-K for the fiscal year ended January 2, 2021, at which time retention of KPMG as the Company’s independent registered public accounting firm ended. The Company notified KPMG on November 16, 2020 that it would be dismissed as the Company’s independent registered public accounting firm. The decision to dismiss KPMG as the Company’s independent registered public accounting firms was at the direction of and approved by the Audit Committee.

KPMG’s reports on the Company’s financial statements for the two most recent fiscal years ended December 28, 2019, and January 2, 2021, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for changes due to the Company’s adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), and several related amendments. During the Company’s two most recent fiscal years ended December 28, 2019, and January 2, 2021, and through the date of this Current Report on Form 8-K/A, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also, during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

The Company provided KPMG with the disclosures under this Item 4.01(a) and requested KPMG to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. KPMG’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K/A.

As previously reported on the Initial Form 8-K on November 13, 2020, the Audit Committee approved the appointment of Ernst & Young LLP (“EY”) as the Company’s new independent registered public accounting firm effective immediately subsequent to the filing of the Company’s Annual Report on Form 10-K for the Fiscal Year. On March 2, 2021, the Company filed its Annual Report on Form 10-K for the Fiscal Year, at which time the appointment of EY as the Company’s independent registered public accounting firm became effective. During the Company’s two most recent fiscal years ended December 28, 2019, and January 2, 2021, and through the date of this Current Report on Form 8-K/A, neither the Company nor anyone acting on its behalf consulted with EY regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.

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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.

PGT INNOVATIONS, INC.

By:  /s/ Brad West                                                                  

       Name:  Brad West

       Title:  Senior Vice President and Interim Chief Financial Officer

Dated:  March 4, 2021

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EXHIBIT INDEX

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