Form 8-K - Current report

0001666138false00016661382025-01-312025-01-31

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): January 31, 2025 (January 30, 2025)

Atkore Inc.

(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)

[phone]

(Registrant's telephone number, including area code)

N/A
(Former name )

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			Name of each exchange on which registered
Common Stock, $.01 par value per share			ATKR			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.  ☐

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

On January 30, 2025, Atkore Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, three proposals were submitted to the Company's Stockholders, each of which is described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 13, 2024. As of the record date, 34,723,713 shares of common stock were issued and entitled to vote at the Annual Meeting.

The final voting results were as follows:

Proposal 1: The Company's stockholders elected the following directors to serve for a term expiring at the 2026 Annual Meeting and until a successor has been elected and qualified, or until his or her earlier death, resignation or removal.

Director			Votes For			Votes Against			Votes Abstained			Broker Non-Votes
B. Joanne Edwards			27,979,072			311,692			30,428			2,823,640
Jeri L. Isbell			27,822,246			468,903			30,043			2,823,640
Wilbert W. James, Jr.			27,959,864			312,833			48,495			2,823,640
Justin A. Kershaw			28,221,055			69,119			31,018			2,823,640
Scott H. Muse			27,759,840			529,743			31,609			2,823,640
Michael V. Schrock			28,021,778			267,819			31,595			2,823,640
William E. Waltz, Jr.			28,231,779			58,791			30,622			2,823,640
Betty R. Wynn			27,956,905			327,902			36,385			2,823,640
A. Mark Zeffiro			28,125,414			165,175			30,603			2,823,640

Proposal 2: The Company's stockholders approved the advisory vote approving executive compensation.

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
27,180,949			1,118,178			22,065			2,823,640

Proposal 3: The Company's stockholders approved the adoption of the Fourth Amended and Restated Certificate of Incorporation to, among other things, limit the liability of certain officers of the Company as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
24,789,081			3,493,265			38,846			2,823,640

Proposal 4: The Company's stockholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2025.

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
30,850,136			267,862			26,834			N/A

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Item 9.01. Financial Statements and Exhibits.*

Exhibit No.						Description of Exhibit
104						Inline XBRL for the cover page of this Current Report on Form 8-K
*						In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including attachments hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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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.

ATKORE INC.

By: /s/ Daniel S. Kelly        

Daniel S. Kelly
Vice President, General Counsel and Secretary

Date: January 31, 2025

Cover	Jan. 31, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 31, 2025
Entity Registrant Name	Atkore Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37793
Entity Tax Identification Number	90-0631463
Entity Address, Address Line One	16100 South Lathrop Avenue
Entity Address, City or Town	Harvey
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60426
City Area Code	708
Local Phone Number	339-1610
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	ATKR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001666138
Amendment Flag	false

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