Patrick Industries Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act Of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 16, 2024, following the Annual Meeting of Shareholders of Patrick Industries, Inc. (the “Company”), the Board of Directors (the “Board”) appointed Andy L. Nemeth, the Company’s Chief Executive Officer and a director of the Board, to the role of Chairman. Todd M. Cleveland had previously served as the Company’s Chairman of the Board since May 2018 and will continue to serve as a director. In addition, the Board appointed John A. Forbes, a director of the Board since August 2011, as the Company’s lead independent director, a position previously held by M. Scott Welch who will continue to serve as a director of the Board.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 16, 2024. The total shares outstanding on the record date, March 22, 2024, were 22,401,350. The total shares voted at the meeting in person or by proxy were 20,918,226 which represented 93.38% 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 2025 Annual Meeting.
| Directors | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Joseph M. Cerulli | 16,329,855 | 3,592,334 | 996,037 | |||||||||||||||||
| Todd M. Cleveland | 19,199,910 | 722,279 | 996,037 | |||||||||||||||||
| John A. Forbes | 18,362,981 | 1,559,208 | 996,037 | |||||||||||||||||
| Michael A. Kitson | 18,376,171 | 1,546,018 | 996,037 | |||||||||||||||||
| Pamela R. Klyn | 18,597,538 | 1,324,651 | 996,037 | |||||||||||||||||
| Derrick B. Mayes | 18,555,346 | 1,366,843 | 996,037 | |||||||||||||||||
| Andy L. Nemeth | 19,680,635 | 241,554 | 996,037 | |||||||||||||||||
| Denis G. Suggs | 18,503,036 | 1,419,153 | 996,037 | |||||||||||||||||
| M. Scott Welch | 18,549,886 | 1,372,303 | 996,037 | |||||||||||||||||
Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024. There were no broker non-votes.
| For | Against | Abstain | ||||||||||||
| 20,688,537 | 142,488 | 87,201 | ||||||||||||
Proposal 3 - To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers for fiscal year 2023.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 18,846,809 | 1,045,743 | 29,637 | 996,037 | |||||||||||||||||
Item 8.01 Other Events
On May 16, 2024, the Board of Directors of Patrick Industries, Inc. declared a quarterly cash dividend of $0.55 per share of common stock, which will be payable on June 17, 2024, to shareholders of record at the close of business on June 3, 2024.
(a) Press Release - Dated May 20, 2024 as contained in Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 - Press Release issued May 20, 2024
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 20, 2024 | By: | /s/ Andrew C. Roeder | ||||||
| Andrew C. Roeder | ||||||||
| Executive Vice President - Finance, Chief Financial Officer, and Treasurer | ||||||||