GMS Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of GMS Inc. (“the Company”) was held on October 23, 2024. At the Company’s Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 27, 2024 (the “Proxy Statement”). A total of 39,285,251 shares of the Company’s common stock were entitled to vote as of August 26, 2024, the record date for the Annual Meeting. A total of 37,938,039 shares were present in person or represented by proxy at the Annual Meeting, representing approximately 97% of all shares entitled to vote at the Annual Meeting. The following is a summary of the final voting results for each matter presented to stockholders.
Proposal 1: The election of the nine director nominees identified in the Proxy Statement, each for a one-year term or until such earlier time as his or her successor is duly elected and qualified. The results of the vote were as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||
| Lisa M. Bachmann | 36,496,425 | 581,877 | 859,737 | |||
| John J. Gavin | 35,813,070 | 1,265,232 | 859,737 | |||
| Theron I. Gilliam | 35,900,582 | 1,177,720 | 859,737 | |||
| Mitchell B. Lewis | 36,368,174 | 710,128 | 859,737 | |||
| Teri P. McClure | 32,892,687 | 4,185,615 | 859,737 | |||
| Randolph W. Melville | 36,385,093 | 693,209 | 859,737 | |||
| J. David Smith | 35,348,053 | 1,730,249 | 859,737 | |||
| W. Bradley Southern | 37,053,953 | 24,349 | 859,737 | |||
| John C. Turner, Jr. | 36,960,938 | 117,364 | 859,737 |
Pursuant to the foregoing votes, the nine director nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional director nominations brought before the Annual Meeting.
Proposal 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 37,889,881 | 31,715 | 16,443 | 0 |
Pursuant to the foregoing vote, the proposal regarding ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025 was approved.
Proposal 3: The approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the Company’s Proxy Statement. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 36,145,598 | 556,494 | 376,210 | 859,737 |
Pursuant to the foregoing vote, the proposal regarding advisory approval of the Company’s executive compensation program was approved.
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.
| GMS INC. | |||
| Date: October 24, 2024 | By: | /s/ Scott M. Deakin | |
| Name: | Scott M. Deakin | ||
| Title: | Chief Financial Officer | ||