UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2023
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PGT Innovations, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | 001-37971 | 20-0634715 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1070 Technology Drive, North Venice, FL | | 34275 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (941) 480-1600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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:
| ☐ | 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(s) | | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 Per Share | | PGTI | | New York Stock Exchange, Inc. |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 28, 2023, the Board of Directors (the “Board”) of PGT Innovations, Inc. (the “Company”), upon the recommendation of the Governance Committee, approved the election of Chris J. Stephens, Jr. to its Board of Directors, effective immediately, to serve as a Class III member of the Company’s Board of Directors until the 2024 annual meeting of stockholders, or until his successor is duly elected and qualified. In connection with Mr. Stephens’ election, the Board increased its size from ten to eleven directors. Mr. Stephens’ will serve as a member of the Audit Committee of the Board, giving the Board an Audit Committee composed solely of independent directors.
Mr. Stephens has no arrangements or understandings pursuant to which he was elected as a director and does not have any transactions reportable under Item 404(a) of Regulation S-K. Mr. Stephens will receive the same compensation as the Company’s other non-employee directors, which is described in the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2023.
The July 3, 2023, press release announcing the election of Mr. Stephens to the Board is attached hereto as Exhibit 99.1, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| | | | | PGT INNOVATIONS, INC. |
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| Date: July 3, 2023 | | | | By: | | /s/ Ryan S. Quinn |
| | | | | Name: | | Ryan S. Quinn |
| | | | | Title: | | General Counsel and Corporate Secretary |
