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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
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Date of report (Date of earliest event reported) | May 25, 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 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 25, 2023. The total shares outstanding on the record date, March 31, 2023, were 22,367,248. The total shares voted at the meeting in person or by proxy were 20,814,574 which represented 93.06% 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 2024 Annual Meeting.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Directors | | For | | Withheld | | Broker Non-Votes |
| Joseph M. Cerulli | | 16,259,232 | | | 3,459,542 | | | 1,095,800 | |
| Todd M. Cleveland | | 19,322,932 | | | 395,842 | | | 1,095,800 | |
| John A. Forbes | | 18,370,381 | | | 1,348,393 | | | 1,095,800 | |
| Michael A. Kitson | | 18,539,588 | | | 1,179,186 | | | 1,095,800 | |
| Pamela R. Klyn | | 18,681,757 | | | 1,037,017 | | | 1,095,800 | |
| Derrick B. Mayes | | 18,562,699 | | | 1,156,075 | | | 1,095,800 | |
| Andy L. Nemeth | | 19,577,156 | | | 141,618 | | | 1,095,800 | |
| Denis G. Suggs | | 18,551,482 | | | 1,167,292 | | | 1,095,800 | |
| M. Scott Welch | | 18,540,476 | | | 1,178,298 | | | 1,095,800 | |
Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023. There were no broker non-votes.
| | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| 20,731,664 | | | 25,190 | | | 57,720 | |
Proposal 3 - To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers for fiscal year 2022.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 18,773,782 | | | 890,402 | | | 54,590 | | | 1,095,800 | |
Item 8.01 Other Events
On May 25, 2023, the Board of Directors of Patrick Industries, Inc. declared a quarterly cash dividend of $0.45 per share of common stock, which will be payable on June 26, 2023, to shareholders of record at the close of business on June 12, 2023.
(a) Press Release - Dated May 26, 2023 as contained in Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
(d) 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.
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| | PATRICK INDUSTRIES, INC. |
| (Registrant) |
| | | | | | | | |
| Date: May 26, 2023 | By: | /s/ Matthew S. Filer |
| Matthew S. Filer |
| Interim Executive Vice President - Finance, Chief Financial Officer, and Treasurer |