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): June 10, 2022
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.) |
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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)
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:
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☐ | 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:
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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. ☐
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ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2022, PGT Innovations, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 11, 2022, the record date for the Annual Meeting, there were 61,181,145 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, of which 55,514,266 shares were represented at the Annual Meeting in person or by proxy, constituting a quorum. The stockholders considered and voted on four proposals submitted for stockholder vote, each of which is described in detail in the Company’s Notice of 2022 Annual Meeting of Stockholders and Proxy Statement.
At the Annual Meeting, the Company’s stockholders: (i) elected each of the three Class I director nominees to serve as directors until the expiration of each director’s term at the Company’s 2025 annual meeting of stockholders and until each director’s successor shall have been duly elected and qualified; (ii) approved the compensation of the Company’s Named Executive Officers (“NEOs”), on a non-binding, advisory basis; (iii) approved an amendment and restatement of the 2019 Equity and Incentive Compensation Plan; and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2022 fiscal year, having cast the following votes:
Proposal 1 – Election of three Class I director nominees:
| | | | | | | | | | | |
| | | | | | | Broker | |
Director Name | | For All | | Withhold All | | | Non-Votes | |
Xavier F. Boza | | | 51,543,600 | | | 805,086 | | | | 3,165,580 | |
Alexander R. Castaldi | | | 49,765,348 | | | 2,583,338 | | | | 3,165,580 | |
William J. Morgan | | | 45,935,276 | | | 6,413,410 | | | | 3,165,580 | |
Proposal 2 – Approval of the compensation of the Company’s NEOs, on an advisory basis:
| | | | | | | | | | | | | |
| | | | | | | | Broker | |
| | For | | Against | | Abstain | | Non-Votes | |
Approval of NEO compensation,
on an advisory basis | | | 48,264,300 | | | 4,014,838 | | | 69,548 | | | 3,165,580 | |
Proposal 3 – Approval of the amendment and restatement of the 2019 Equity and Incentive Compensation Plan:
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| | | | | | | | Broker | |
| | For | | Against | | Abstain | | Non-Votes | |
Approval of the Amendment and Restatement of the
2019 Equity and Incentive Compensation Plan | | | 47,014,347 | | | 5,266,797 | | | 67,542 | | | 3,165,580 | |
Proposal 4 – Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year:
| | | | | | | | | | | |
| | | | | | | | |
| | For | | Against | | Abstain | | |
Ratification of Ernst & Young LLP as the
Company’s independent registered public
accounting firm for 2022 fiscal year | | | 55,238,833 | | | 65,057 | | | 210,376 | | |
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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.
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| | | PGT INNOVATIONS, INC. |
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Date: | June 14, 2022 | By: | /s/ Ryan S. Quinn |
| | | Name: Ryan S. Quinn
Title: General Counsel and Secretary |
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