UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 22, 2020
UNIVERSAL FOREST PRODUCTS, INC.
(Exact Name of Registrant as Specified in Charter)
Michigan | 00-22684 | 38-1465835 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
2801 East Beltline, N.E. Grand Rapids, Michigan | | 49525 |
(Address of principal executive office) | | (Zip Code) |
Registrant's telephone number, including area code: (616) 364-6161
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 | UFPI | The NASDAQ Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
Section 5.Corporate Governance and Management
Item 5.07.Submission of Matters to a Vote of Security Holders
On April 22, 2020, the Company held its 2020 Annual Meeting of Shareholders. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies; the proposals are described in detail in the Company's Proxy Statement dated March 13, 2020. The voting results are as follows:
Proposal 1 – Election of Directors
The following individuals were elected to serve as directors of the Company to hold office until the 2023 Annual Meeting of Shareholders, by the following votes:
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
Benjamin J. McLean | | 55,213,342 | | 198,535 | | 40,025 | | 2,548,138 |
Mary E. Tuuk | | 54,881,278 | | 497,884 | | 72,740 | | 2,548,138 |
Michael G. Wooldridge | | 54,046,422 | | 1,366,206 | | 39,274 | | 2,548,138 |
Proposal 2 – Vote to Amend the Company's Articles of Incorporation to Change the Name of the Company to UFP Industries, Inc.
The shareholders approved the Amendment to the Company's Articles of Incorporation by the following votes:
| | | | |
For | | Against | | Abstain |
57,474,363 | | 34,638 | | 491,039 |
Proposal 3 – Ratification of the Appointment of Deloitte & Touche LLP as the Company's independent Registered Public Accounting Firm for Fiscal 2020.
The shareholders ratified the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public account firm for fiscal 2020 by the following votes:
| | | | |
For | | Against | | Abstain |
57,253,280 | | 524,542 | | 222,218 |
Proposal 4 – Advisory (Non-Binding) Vote on Executive Compensation.
The shareholders approved the proposed resolution to approve the compensation of the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC by the following votes:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
53,479,731 | | 1,659,200 | | 312,971 | | 2,548,138 |
SIGNATURE
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 thereunto duly authorized.
8 | | |
Dated: April 22, 2020 | UNIVERSAL FOREST PRODUCTS, INC. |
| (Registrant) |
| | |
| By: | /s/ Michael R. Cole |
| | Michael R. Cole |
| | Principal Financial Officer and Treasurer |
