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Section 1: 8-K (8-K)

 

 

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): November 1, 2018 (October 30, 2018)

 


 

GMS INC.

(Exact name of registrant as specified in charter)

 


 

Delaware

 

001-37784

 

46-2931287

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

100 Crescent Centre Parkway, Suite 800
Tucker, Georgia

 

30084

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (800) 392-4619

 


 

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:

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      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  o

 

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  o

 

 

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of GMS Inc. (the “Company”) was held on October 30, 2018. At the Company’s Annual Meeting, stockholders voted on the matters disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on August 28, 2018. A total of 41,138,634 shares of the Company’s common stock were entitled to vote as of September 4, 2018, the record date for the Annual Meeting. A total of 35,660,478 shares were present in person or represented by proxy at the Annual Meeting, representing approximately 86.68% of all shares entitled to vote at the Annual Meeting. The following is a summary of the final voting results for each matter presented to stockholders.

 

Proposal 1: The election of the three Class II director nominees, each for a three-year term or until such earlier time as his or her successor is duly elected and qualified. The results of the vote were as follows:

 

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

John J. Gavin

 

23,430,056

 

9,424,211

 

11,187

 

2,795,024

 

 

 

 

 

 

 

 

 

Ronald R. Ross

 

23,267,782

 

9,586,497

 

11,175

 

2,795,024

 

 

 

 

 

 

 

 

 

J. David Smith

 

23,267,770

 

9,586,497

 

11,187

 

2,795,024

 

Pursuant to the foregoing votes, the three Class II director nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional director nominations brought before the Annual Meeting.

 

Proposal 2:  The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2019. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

35,626,096

 

33,511

 

871

 

0

 

Pursuant to the foregoing vote, the proposal regarding ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2019 was approved.

 

Proposal 3: The approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the Company’s Proxy Statement. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

32,682,519

 

135,898

 

47,037

 

2,795,024

 

Pursuant to the foregoing vote, the proposal regarding advisory approval of the Company’s executive compensation program was approved.

 

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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.

 

 

 

GMS INC.

 

 

 

 

 

Date: November 1, 2018

By:

/s/ Craig D. Apolinsky

 

 

Name:

Craig D. Apolinsky

 

 

Title:

General Counsel and Corporate Secretary

 

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