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
June 1, 2017
Date of Report (Date of earliest event reported)
Installed Building Products, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36307 | 45-3707650 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(I.R.S. employer identification number) |
495 South High Street, Suite 50
Columbus, Ohio 43215
(Address of principal executive offices, including zip code)
(614) 221-3399
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Installed Buildings Products, Inc. (the “Company”) was held on June 1, 2017. Proxies were solicited pursuant to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2017. The number of shares of common stock entitled to vote at the Annual Meeting was 31,765,959 shares, representing the number of the Company’s shares outstanding as of the record date, April 6, 2017.
The voting results described below on each matter submitted to the Company’s stockholders are final:
| a. | The following directors were elected for terms expiring at the Company’s Annual Meeting in 2020: |
| Nominee |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Michael T. Miller |
21,554,434 | 7,677,729 | 1,593,630 | |||||||||
| J. Michael Nixon |
21,826,567 | 7,405,596 | 1,593,630 | |||||||||
| Vikas Verma |
26,572,672 | 2,659,491 | 1,593,630 | |||||||||
| b. | The appointment of Deloitte & Touche LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2017 was ratified: |
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 30,802,326 |
2,809 | 20,658 | 0 |
| c. | The non-binding advisory proposal to approve the compensation of our named executive officers was approved: |
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 28,541,980 |
611,881 | 78,302 | 1,593,630 |
| d. | The non-binding advisory vote on the frequency of the non-binding advisory vote on the compensation of our named executive officers on an annual basis was approved: |
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 25,707,025 |
11,392 | 3,498,602 | 15,144 | 1,593,630 |
In light of such vote, the Company’s Board of Directors has determined that the Company will hold future non-binding advisory votes on executive compensation on an annual basis until the next required vote on the frequency of stockholder votes on the compensation of executives.
| e. | The non-binding stockholder proposal regarding majority voting in uncontested elections of directors was approved: |
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 16,701,137 |
2,329,469 | 10,201,557 | 1,593,630 |
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.
| INSTALLED BUILDING PRODUCTS, INC. | ||||||
| Date: June 5, 2017 | By: | /s/ Michael T. Miller | ||||
| Michael T. Miller | ||||||
| Executive Vice President and Chief Financial Officer | ||||||