Patrick Industries Inc. filed SEC Form 8-K: 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 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 15, 2025. The total shares outstanding on the record date, March 21, 2025, were 33,555,159. The total shares voted at the meeting in person or by proxy were 31,713,889 which represented 94.51% 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 2026 Annual Meeting.
| Directors | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Blake W. Augsburger | 30,401,506 | 50,298 | 1,262,085 | |||||||||||||||||
| Natalie A. Brown | 30,404,052 | 47,752 | 1,262,085 | |||||||||||||||||
| Joseph M. Cerulli | 27,912,081 | 2,539,723 | 1,262,085 | |||||||||||||||||
| Todd M. Cleveland | 30,033,478 | 418,326 | 1,262,085 | |||||||||||||||||
| John A. Forbes | 29,003,025 | 1,448,779 | 1,262,085 | |||||||||||||||||
| Michael A. Kitson | 29,929,438 | 522,366 | 1,262,085 | |||||||||||||||||
| Andy L. Nemeth | 29,898,678 | 553,126 | 1,262,085 | |||||||||||||||||
| Denis G. Suggs | 29,116,098 | 1,335,706 | 1,262,085 | |||||||||||||||||
| M. Scott Welch | 29,156,010 | 1,295,794 | 1,262,085 | |||||||||||||||||
Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025. There were no broker non-votes.
| For | Against | Abstain | ||||||||||||
| 31,588,903 | 30,360 | 94,626 | ||||||||||||
Proposal 3 - To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers for fiscal year 2024.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 29,354,584 | 1,019,653 | 77,567 | 1,262,085 | |||||||||||||||||
Proposal 4 - To amend our Articles of Incorporation to increase the number of authorized shares of common stock without par value, from 40,000,000 to 60,000,000. There were no broker non-votes.
| For | Against | Abstain | ||||||||||||
| 31,251,886 | 399,979 | 62,024 | ||||||||||||
Proposal 5 - To recommend, in an advisory and non-binding vote, the frequency of shareholder votes on executive compensation.
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 28,623,576 | 126,435 | 1,584,555 | 117,238 | 1,262,085 | ||||||||||||||||||||||
Item 8.01 Other Events
On May 15, 2025, the Board of Directors of Patrick Industries, Inc. declared a quarterly cash dividend of $0.40 per share of common stock, which will be payable on June 9, 2025, to shareholders of record at the close of business on May 27, 2025.
(a) Press Release - Dated May 16, 2025 as contained in Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 - Press Release issued May 16, 2025
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 21, 2025 | By: | /s/ Andrew C. Roeder | ||||||
| Andrew C. Roeder | ||||||||
| Executive Vice President - Finance, Chief Financial Officer, and Treasurer | ||||||||