0000076605false00000766052022-05-122022-05-12

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 12, 2022
PATRICK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Indiana000-0392235-1057796
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification Number)

107 W. Franklin Street, P.O. Box 638Elkhart,Indiana46515
(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 classTrading SymbolName of each exchange on which registered
 Common Stock, no par value PATKNASDAQ

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 Annual Meeting of Shareholders of the Company was held on May 12, 2022. The total shares outstanding on the record date, March 18, 2022, were 23,215,492. The total shares voted at the meeting in person or by proxy were 21,452,640 which represented 92.41% of the total outstanding eligible votes. Each of the director nominees were elected and each of the proposals voted upon at the annual meeting were adopted by the requisite shareholder vote. The results of the matters voted upon at the Annual Meeting of Shareholders are as follows:

Proposal 1 - Election of nine directors to the Board of Directors to serve until the 2023 Annual Meeting.
DirectorsForWithheldBroker Non-Votes
Joseph M. Cerulli16,162,202 3,727,770 1,562,668 
Todd M. Cleveland19,645,157 244,815 1,562,668 
John A. Forbes16,913,712 2,976,260 1,562,668 
Michael A. Kitson16,942,694 2,947,278 1,562,668 
Pamela R. Klyn17,208,896 2,681,076 1,562,668 
Derrick B. Mayes16,969,497 2,920,475 1,562,668 
Andy L. Nemeth19,771,915 118,057 1,562,668 
Denis G. Suggs16,940,130 2,949,842 1,562,668 
M. Scott Welch16,338,139 3,551,833 1,562,668 
Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022. There were no broker non-votes.
ForAgainstAbstain
21,365,314 76,306 11,020 

Proposal 3 - To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers for fiscal year 2021.
ForAgainstAbstainBroker Non-Votes
16,837,048 3,016,469 36,455 1,562,668 

Item 8.01.    Other Events
On May 12, 2022, the Board of Directors of Patrick Industries, Inc. declared a quarterly cash dividend of $0.33 per share of common stock, which will be payable on June 13, 2022, to shareholders of record at the close of business on May 31, 2022.
(a) Press Release - Dated May 13, 2022 as contained in Exhibit 99.1
Item 9.01     Financial Statements and Exhibits
(d)    Exhibits
Exhibit 99.1 - Press Release issued May 13, 2022
            
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: May 13, 2022  By:/s/ Jacob R. Petkovich
Jacob R. Petkovich
Executive Vice President - Finance, Chief Financial Officer, and Treasurer