Current Report Filing (8-k)
21 Outubro 2022 - 5:46PM
Edgar (US Regulatory)
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0001600438
2022-10-19
2022-10-19
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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): October 19, 2022
GMS INC.
(Exact name of
registrant as specified in charter)
Delaware |
|
001-37784 |
|
46-2931287 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
100 Crescent Centre Parkway, Suite 800 Tucker, Georgia |
|
30084 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (800) 392-4619
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 exchanged on which registered |
Common Stock, par value $0.01 per share |
|
GMS |
|
New York Stock Exchange |
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 5.07 Submission of Matters
to a Vote of Security Holders.
The 2022 Annual Meeting
of Stockholders (the “Annual Meeting”) of the Company was held on October 19,
2022. At the Company’s Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on August 26, 2022 (the “Proxy Statement”). A total of 42,408,455 shares
of the Company’s common stock were entitled to vote as of August 25, 2022, the record date for the Annual Meeting. A total of 38,571,601
shares were present in person or represented by proxy at the Annual Meeting, representing approximately 91% of all shares entitled to
vote at the Annual Meeting. The following is a summary of the final voting results for each matter presented to stockholders.
Proposal 1: The
election of the five director nominees identified in the Proxy Statement, each for a one-year term or until such earlier time as his
or her successor is duly elected and qualified. The results of the vote were as follows:
Nominee |
|
For |
|
Withheld |
|
Broker Non-Votes |
Lisa M. Bachmann |
|
37,040,776 |
|
597,897 |
|
932,928 |
|
|
|
|
|
|
|
John J. Gavin |
|
36,855,675 |
|
782,998 |
|
932,928 |
|
|
|
|
|
|
|
Teri P. McClure |
|
36,902,866 |
|
735,807 |
|
932,928 |
|
|
|
|
|
|
|
Randolph W. Melville |
|
37,049,164 |
|
589,509 |
|
932,928 |
|
|
|
|
|
|
|
J. David Smith |
|
36,930,082 |
|
708,591 |
|
932,928 |
Pursuant to the foregoing
votes, the five director nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional
director nominations brought before the Annual Meeting.
Proposal 2:
The ratification of the appointment of Ernst & Young LLP as the
Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023. The results of the
vote were as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
38,555,446 |
|
7,904 |
|
8,251 |
|
0 |
Pursuant to the foregoing
vote, the proposal regarding ratification of the appointment of Ernst &
Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023 was
approved.
Proposal 3: The
approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the Company’s
Proxy Statement. The results of the vote were as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
37,124,488 |
|
494,783 |
|
19,402 |
|
932,928 |
Pursuant to the foregoing
vote, the proposal regarding advisory approval of the Company’s executive compensation program was approved.
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.
|
GMS INC. |
|
|
|
|
Date: October 21, 2022 |
By: |
/s/ Scott M. Deakin |
|
|
Name: |
Scott M. Deakin |
|
|
Title: |
Chief Financial Officer |
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