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)
January 1, 2023
PATRICK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana
000-03922
35-1057796
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
107 W. Franklin Street, P.O. Box 638
Elkhart,
Indiana
46515
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, including area code
(574)
294-7511
(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 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
Name of each exchange on which registered
Common Stock, no par value
PATK
NASDAQ
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of January 1, 2023, Todd Cleveland was appointed as Chairman of the Board of Patrick Industries, Inc. (the “Company”). Previously he was Executive Chairman of the Board. As a result, the letter agreement dated as of December 31, 2021 by and between the Company and Todd Cleveland was terminated.
Mr. Cleveland will receive an annual cash retainer of $310,000 for serving as Chairman. In addition, as a non-executive director, Mr. Cleveland will receive a cash retainer of $90,000 and an equity grant of $125,000, on the same payment schedule as the other non-executive directors. To reflect Mr. Cleveland’s service for the period beginning January 1, 2023, he shall receive a prorated portion of the $125,000 equity grant received by the non-executive directors on May 12, 2022.
Item 9.01Financial Statements and Exhibits
Exhibit 104 - Cover Page Interactive Date File (embedded within the Inline XBRL document)
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.
PATRICK INDUSTRIES, INC.
(Registrant)
Date: January 4, 2023
By:
/s/ Jacob R. Petkovich
Jacob R. Petkovich
Executive Vice President - Finance, Chief Financial Officer, and Treasurer
