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):

May 7, 2024



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 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 $.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 2024 Annual Meeting was held at 9:00 a.m., local time, on May 7, 2024, 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 15,783,916 shares of the Company’s common stock outstanding and entitled to vote at the meeting, 14,306,331 shares were present in person or by proxy, representing approximately 90.63% of the outstanding shares.

The first matter voted on by the stockholders, as fully described in the proxy statement for the 2024 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

Daniel L. Jones	12,628,637	342,286	1,335,408

Gina A. Norris	12,529,677	441,246	1,335,408

William R. Thomas	10,265,840	2,705,083	1,335,408

W. Kelvin Walker	12,217,094	753,829	1,335,408

Scott D. Weaver	11,718,669	1,252,254	1,335,408

John H. Wilson	11,668,473	1,302,450	1,335,408

The second matter voted on by the stockholders, as fully described in the proxy statement for the 2024 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

9,621,880	3,337,035	12,008	1,335,408

The third matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was a proposal to approve an Amendment to the Company’s Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation. 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

11,386,048	1,577,073	7,802	1,335,408

The fourth matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was a proposal to approve an Amendment to the Company’s 2020 Long Term Incentive Plan (the “2020 Plan”) to increase the

number of shares available under the 2020 Plan. 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

8,420,291	4,264,500	286,132	1,335,408

The fifth matter voted on by the stockholders, as fully described in the proxy statement for the 2024 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, 2024. 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

13,923,050	376,510	6,771	0

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 9, 2024	By:	/s/ BRET J. ECKERT
		Bret J. Eckert, Executive Vice President and Chief Financial Officer

Cover	May 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 07, 2024
Entity Registrant Name	ENCORE WIRE CORPORATION
Entity Central Index Key	0000850460
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	000-20278
Entity Tax Identification Number	75-2274963
Entity Address, Address Line One	1329 Millwood Road
Entity Address, City or Town	McKinney,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75069
City Area Code	972
Local Phone Number	562-9473
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 $.01 per share
Trading Symbol	WIRE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false