ufpi_current_folio_8k_Voting

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 18, 2018

 

 

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)).

 

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 18, 2018, the Company held its 2018 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 9, 2018, as supplemented as of April 2, 2018.  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 2021 Annual Meeting of Shareholders, under the terms of the Company's Bylaws:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nominee

 

 

For

 

 

Against

 

 

Abstain

 

Broker Non-Votes

Matthew J. Missad

 

52,547,405

 

352,484

 

15,593

 

3,062,984

Tom W. Rhodes

 

52,413,808

 

480,940

 

20,734

 

3,062,984

Brian C. Walker

 

48,672,084

 

4,225,487

 

17,911

 

3,062,984

 

Proposal 2 – Vote to Amend the Employee Stock Purchase Plan.

The shareholders approved the Amendment to the Employee Stock Purchase Plan to authorize the issuance of an additional 300,000 shares under the new Plan.

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

 

 

52,491,527

 

379,773

 

44,182

 

 

 

Proposal 3 – Vote to Amend the Long-Term Stock Incentive Plan.

The shareholders approved the Amendment to the Long-Term Stock Incentive Plan to extend the term of the Plan.

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

 

 

48,944,182

 

3,924,714

 

46,586

 

 

 

Proposal 4 – Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2018.


 

The shareholders ratified the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal 2018.

 

For

 

Against

 

Abstain

 

 

 

55,685,388

 

272,637

 

20,441

 

 

 

Proposal 5 – 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

For

 

 

Against

 

 

Abstain

 

Broker Non-Votes

 

40,438,265

 

12,419,776

 

57,441

 

3,062,984

 

Proposal 6 – Advisory (Non-Binding) Vote on the Frequency of Shareholder Votes on Executive Compensation.  

The shareholders approved an annual advisory vote on the compensation paid to the Company’s named executive officers.

 

 

 

 

 

 

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

46,753,190

 

85,534

 

6,003,457

 

73,301

 

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 18, 2018

UNIVERSAL FOREST PRODUCTS, INC.

 

(Registrant)

 

 

 

 

By:

/s/ Michael R. Cole

 

 

Michael R. Cole

 

 

Principal Financial Officer and Treasurer