8-K
EAGLE MATERIALS INC false 0000918646 0000918646 2023-08-03 2023-08-03

 

 

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, 2023

 

 

Eagle Materials Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-12984   75-2520779

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5960 Berkshire Ln., Suite 900

Dallas, Texas

    75225
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 432-2000

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:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange on
which registered

Common Stock, $0.01 par value   EXP   New York Stock Exchange

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

Eagle Materials Inc. (the “Company”) held its Annual Meeting of Stockholders on August 3, 2023. At the Annual Meeting, Margot L. Carter, Michael R. Nicolais, Mary P. Ricciardello and Richard R. Stewart were elected to the Board of Directors by the holders of the Company’s Common Stock, par value $0.01 per share, to serve until the 2026 Annual Meeting of Stockholders. The Company’s stockholders also (i) approved an advisory resolution regarding the compensation of the Company’s named executive officers; (ii) recommended, by advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every one year; (iii) approved the Eagle Materials Inc. 2023 Equity Incentive Plan; and (iv) approved the expected appointment by the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending March 31, 2024.

Voting results for the director nominees and the other proposals are summarized below:

Election of Class II Directors

 

   

Number of Shares of Common Stock

Director Nominee

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

Margot L. Carter

  25,251,180   6,589,875   10,285   1,727,614

Michael R. Nicolais

  26,592,957   5,247,870   10,513   1,727,614

Mary P. Ricciardello

  29,858,409   1,982,647   10,284   1,727,614

Richard R. Stewart

  30,906,610      934,202   10,528   1,727,614

Approval of an advisory resolution regarding the compensation of the Company’s named executive officers

 

Number of Shares of Common Stock

For

 

Against

 

Abstain

 

Broker
Non-Votes

28,741,241   3,085,902   24,197   1,727,614

Recommendation, by advisory vote, regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers

 

Number of Shares of Common Stock

3 Years

 

2 Years

 

1 Year

 

Abstain

1,444,694   189,528   29,803,763   171,744


On August 3, 2023, after considering the results of the stockholder advisory vote and other factors, the Company’s Board of Directors determined that the Company will hold an annual advisory vote on the compensation of the Company’s named executive officers until the next required advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.

Approval of Eagle Materials Inc. 2023 Equity Incentive Plan

 

Number of Shares of Common Stock

For

 

Against

 

Abstain

 

Broker

Non-Votes

29,514,278   2,319,158   17,904   1,727,614

Approval of Ernst & Young LLP as the Independent Auditors

 

Number of Shares of Common Stock

For

 

Against

 

Abstain

 

Broker

Non-Votes

32,793,388   758,551   27,015   0

Item 9.01. Financial Statements and Exhibits

 

Exhibit Number

  

Description

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 

EAGLE MATERIALS INC.
By:  

/s/ Matt Newby

Matt Newby

Executive Vice President, General Counsel and Secretary

Date: August 7, 2023