Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Atkore Inc. | ex991.htm |
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): August 3, 2017
Atkore International Group Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Delaware | 001-37793 | 90-0631463 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
16100 South Lathrop Avenue Harvey, Illinois | 60426 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(708) 339-1610
Not Applicable
(Former name or former address, if changed since last report)
(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:
☐ 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 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
On August 3, 2017, the Board of Directors (the “Board”) of Atkore International Group Inc. (the “Company”), having previously increased the Board size from 9 to up to 12 members, upon the recommendation of the Nominating and Governance Committee (the "Committee") of the Board, filled two of the vacancies created by such newly-created directorships by appointing two new directors of the Company. Wilbert W. James Jr. will serve as a Class II director and hold office until the Company’s 2018 annual meeting of stockholders and until Mr. James’s successor is duly elected and qualified or until Mr. James’s earlier death, incapacity, resignation or removal. Justin A. Kershaw will serve as a Class III director and hold office until the Company’s 2019 annual meeting of stockholders and until Mr. Kershaw’s successor is duly elected and qualified or until Mr. Kershaw’s death, incapacity, resignation or removal. The Board acted upon the recommendation of the Committee, after the Committee considered all of the relevant facts and circumstances and determined that both Mr. James and Mr. Kershaw are “independent” as defined under New York Stock Exchange listing standards.
Mr. James and Mr. Kershaw will receive the director compensation described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on January 19, 2017 (the “Proxy Statement”), with the cash component prorated. The Company also entered into indemnification agreements with Mr. James and Mr. Kershaw. The form of indemnification agreement is an exhibit on the Company’s registration statement on Form S-1/A filed with the SEC on May 5, 2016, and is described in the Proxy Statement.
There are no arrangements or understandings between Mr. James and Mr. Kershaw and any other person pursuant to which Mr. James and Mr. Kershaw were selected as directors.
Mr. James and Mr. Kershaw will be entitled to participate in the Company’s director compensation plan. Such director compensation plan is described in more detail under “Executive Compensation-Director Compensation” in the Proxy Statement.
The Company’s press release announcing Mr. James and Mr. Kershaw’s election is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit | |
99.1 | Press Release of Atkore International Group Inc., dated August 4, 2017. | |
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 hereunto duly authorized.
ATKORE INTERNATIONAL GROUP INC. | ||
Date: August 4, 2017 | By: | /s/ Daniel S. Kelly |
Daniel S. Kelly | ||
Vice President, General Counsel and Secretary | ||
Exhibit No. | Description of Exhibit | |
99.1 | ||