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EX-99.1 - EX-99.1 - PGT Innovations, Inc.d681861dex991.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): December 31, 2018 (December 28, 2018)

 

 

PGT Innovations, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37971   20-0634715

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1070 Technology Drive

North Venice, Florida

  34275
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (941) 480-1600

Not Applicable

(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):

 

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 Officers; Compensatory Arrangements of Certain Officers.

On December 28, 2018, the Board of Directors (the “Board”) of PGT Innovations, Inc. (the “Company”), upon the recommendation of the Governance Committee, approved the election of Frances Powell Hawes to its Board of Directors, effective January 1, 2019, to serve as a Class II member of the Company’s Board of Directors until the 2020 annual meeting of stockholders, or until her successor is duly elected and qualified. In connection with Ms. Powell Hawes’ election, the Board increased its size from nine to ten directors. Ms. Powell Hawes’ committee appointments are expected to be determined at a future meeting of the Board during 2019.

Ms. Powell Hawes has no arrangements or understandings pursuant to which she was elected as a director and does not have any transactions reportable under Item 404(a) of Regulation S-K. Ms. Powell Hawes will receive the same compensation as the Company’s other non-employee directors, which is described in the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 20, 2018.

The December 31, 2018, press release announcing the election of Ms. Powell Hawes to the Board is attached hereto as Exhibit 99.1, and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
    No.    

  

Description

99.1    Press release of PGT Innovations, Inc., dated December 31, 2018.


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.

 

    PGT Innovations, Inc.
Date: December 31, 2018     By:  

/s/ Brad West

    Name:   Brad West
    Title:   Sr. Vice President and Chief Financial Officer