May 26, 2023 - 8-K: Current report filing | Patrick Industries, Inc. (PATK)

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 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 99.1 - Press Release issued May 26, 2023

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 26, 2023	By:	/s/ Matthew S. Filer
		Matthew S. Filer
		Interim Executive Vice President - Finance, Chief Financial Officer, and Treasurer

Form: 8-K

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