0000850460false00008504602024-05-072024-05-07

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):
May 7, 2024
ENCORE WIRE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
000-20278
75-2274963
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1329 Millwood Road
McKinney,Texas75069
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (972) 562-9473
 
(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 (see General Instruction A.2. below):
☐    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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareWIREThe NASDAQ Global Select Market

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting was held at 9:00 a.m., local time, on May 7, 2024, via live webcast.
The Board solicited proxies pursuant to Regulation 14A under the Securities Exchange Act of 1934. There was no solicitation in opposition to the Board’s nominees for director as listed in the proxy statement, and all of such nominees were duly elected as reported below.
Out of a total of 15,783,916 shares of the Company’s common stock outstanding and entitled to vote at the meeting, 14,306,331 shares were present in person or by proxy, representing approximately 90.63% of the outstanding shares.
The first matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was the election of directors. The following table presents the number of shares voted for and number of shares withheld from each nominee for director and the number of broker non-votes.
Director NomineeNumber of Votes ReceivedNumber WithheldBroker Non-Votes
Daniel L. Jones12,628,637342,2861,335,408
Gina A. Norris12,529,677441,2461,335,408
William R. Thomas10,265,8402,705,0831,335,408
W. Kelvin Walker12,217,094753,8291,335,408
Scott D. Weaver11,718,6691,252,2541,335,408
John H. Wilson11,668,4731,302,4501,335,408
The second matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was a resolution to approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers. The following table presents the number of shares voted for, against, and abstaining from such resolution and the number of broker non-votes.
Number of Shares
Voted FOR the
Resolution
Number of Shares
Voted AGAINST
the Resolution
Number of Shares
ABSTAINING FROM
the Resolution
Broker Non-Votes
9,621,8803,337,03512,0081,335,408

The third matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was a proposal to approve an Amendment to the Company’s Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation. The following table presents the number of shares voted for, against, and abstaining from such resolution and the number of broker non-votes.

Number of Shares
Voted FOR the
Resolution
Number of Shares
Voted AGAINST
the Resolution
Number of Shares
ABSTAINING FROM
the Resolution
Broker Non-Votes
11,386,0481,577,0737,8021,335,408

The fourth matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was a proposal to approve an Amendment to the Company’s 2020 Long Term Incentive Plan (the “2020 Plan”) to increase the


number of shares available under the 2020 Plan. The following table presents the number of shares voted for, against, and abstaining from such resolution and the number of broker non-votes.

Number of Shares
Voted FOR the
Resolution
Number of Shares
Voted AGAINST
the Resolution
Number of Shares
ABSTAINING FROM
the Resolution
Broker Non-Votes
8,420,2914,264,500286,1321,335,408
The fifth matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was a resolution to ratify the appointment of Ernst & Young LLP as the auditor of the Company’s financial statements for the year ending December 31, 2024. The following table presents the number of shares voted for, against, and abstaining from such resolution and the number of broker non-votes.
Number of Shares
Voted FOR the
Resolution
Number of Shares
Voted AGAINST
the Resolution
Number of Shares
ABSTAINING FROM
the Resolution
Broker Non-Votes
13,923,050376,5106,7710







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENCORE WIRE CORPORATION
May 9, 2024By: /s/ BRET J. ECKERT
 Bret J. Eckert, Executive Vice President and Chief Financial Officer


v3.24.1.u1
Cover
May 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 07, 2024
Entity Registrant Name ENCORE WIRE CORPORATION
Entity Central Index Key 0000850460
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 000-20278
Entity Tax Identification Number 75-2274963
Entity Address, Address Line One 1329 Millwood Road
Entity Address, City or Town McKinney,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75069
City Area Code 972
Local Phone Number 562-9473
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $.01 per share
Trading Symbol WIRE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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