UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 3, 2011
ENCORE WIRE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
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000-20278
(Commission
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75-2274963
(IRS
Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1329 Millwood Road
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75069 |
McKinney, Texas
(Address
of principal executive offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Explanatory Note
Encore Wire Corporation, a Delaware corporation (the “Company”), is filing this amendment to its
Form 8-K filed on May 4, 2011, as amended on May 5, 2011, to report the decision of the Company as
to how frequently the Company will include a stockholder vote on the compensation of executives in
its proxy materials.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of the Company was held at the Company’s corporate offices
at 1329 Millwood Road, McKinney, Texas, 75069, at 9:00 a.m., local time, on May 3, 2011.
The Board of Directors of the Company solicited proxies pursuant to Regulation 14A under the
Securities Exchange Act of 1934. There was no solicitation in opposition to the Board of
Directors’ 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 23,220,275 shares of the Company’s common stock outstanding and entitled to vote
at the meeting, 22,369,959.55 shares were present in person or by proxy, representing approximately
96.34% of the outstanding shares.
The first matter voted on by the stockholders, as fully described in the proxy statement for the
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.
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| Director Nominee |
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Number of Votes Received |
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Number Withheld |
Donald E. Courtney |
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19,967,234.99 |
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103,457.56 |
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Thomas L. Cunningham |
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19,972,718.55 |
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97,974.00 |
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Daniel L. Jones |
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19,977,050.99 |
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93,641.56 |
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William R. Thomas III |
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19,961,474.99 |
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109,217.56 |
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Scott D. Weaver |
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19,964,099.99 |
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106,592.56 |
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John H. Wilson |
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19,554,438.99 |
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516,253.56 |
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The second matter voted on by the stockholders, as fully described in the proxy statement for the
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.
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| Number of Shares |
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Number of Shares |
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Number of Shares |
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| Voted FOR the |
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Voted AGAINST |
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ABSTAINING FROM |
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Broker Non- |
| Resolution |
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the Resolution |
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the Resolution |
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Votes |
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19,463,958.99 |
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152,617.00 |
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454,113.56 |
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2,299,270.00 |
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The third matter voted on by the stockholders, as fully described in the proxy statement for the
annual meeting, was a proposal to determine, in a non-binding advisory vote, whether a stockholder
vote to approve the compensation of the Company’s named executive officers should occur every one,
two or three years, also known as a “say-on-frequency proposal.” The following table presents the
number of shares voted for each alternative, the number of shares that abstained from such proposal
and the number of broker non-votes.
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| Number of |
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Number of |
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Number of |
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| Shares |
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Shares |
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Shares |
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Number of |
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| Voted for |
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Voted for |
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Voted for |
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Shares |
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Broker Non- |
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2 YEARS |
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3 YEARS |
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ABSTAINING |
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Votes |
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10,238,268.00 |
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300,338.12 |
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9,133,630.60 |
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387,089.00 |
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2,299,273.00 |
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In light of the stockholders’ vote on the third matter, the Company has determined that, until the
next stockholder vote on a say-on-frequency proposal, the Company will include a stockholder vote
on the compensation of executives in its proxy materials every year.
The fourth matter voted on by the stockholders, as fully described in the proxy statement for the
annual meeting, was a resolution to approve Ernst & Young LLP as the auditor of the Company’s
financial statements for the year ending December 31, 2011. The following table presents the
number of shares voted for, against, and abstaining from such resolution and the number of broker
non-votes.
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| Number of Shares |
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Number of Shares |
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Number of Shares |
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| Voted FOR the |
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Voted AGAINST |
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ABSTAINING FROM |
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Broker Non- |
| Resolution |
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the Resolution |
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the Resolution |
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Votes |
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22,133,457.99 |
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229,449.00 |
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7,052.56 |
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0.00 |
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