GRAYBAR ELECTRIC COMPANY, INC.
‎(Exact Name of Registrant as specified in Charter)


New York ‎(State or other jurisdiction ‎of incorporation)	000-00255 ‎(Commission File Number)	13-0794380 ‎(I.R.S. Employer ‎Identification No.)

34 North Meramec Avenue
‎St. Louis, MO 63105
‎(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (314) 573-9200

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))


Securities registered pursuant to Section 12(b) of the Act:		None
Title of each class	Trading Symbol(s)		Name of each exchange on which registered
N/A	N/A		N/A

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 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 15.~~01Entry~~07Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~(i)~~At Onthe ~~June 26, 2024, Graybar Electric~~ Company,’s ~~Inc.,~~Annual ~~Graybar~~Meeting ~~Canada~~of ~~Limited~~Shareholders ~~and~~on ~~GBE Sub, LLC, as guarantor, entered into a CORRA transition amendment dated~~ June 2611, ~~2024 with Bank of America~~2025, ~~N.A., as Domestic Administrative Agent and as Canadian Administrative Agent (~~the ~~“CORRA~~Company’s ~~Amendment”),~~Board ~~which amended the Fifth Amendment to Credit Agreement, dated as~~ of ~~March~~Directors ~~29, 2023, by and among Graybar,~~ (as ~~parent~~previously ~~borrower,~~reported ~~Graybar~~to ~~Canada Limited, as a borrower, GBE Sub, LLC, as subsidiary guarantor, and~~ the ~~lenders party thereto, Bank of America, N~~U.A. ~~as Domestic Administrative Agent, Domestic Swing Line Lender and Domestic L/C Issuer and Bank of America, N~~S.~~A.,~~ ~~acting~~Securities ~~through its Canada Branch, as Canadian Administrative Agent, Canadian Swing Line Lender~~ and ~~Canadian~~Exchange ~~L/C Issuer (the “Amended Credit Agreement”~~Commission). ~~The~~was ~~CORRA Amendment amends the Amended Credit Agreement to, among other things, (i) change the interest rate under the Amended Credit Agreement for borrowings denominated in Canadian Dollars from a CDOR~~re-~~based~~elected ~~rate to a rate based on Canadian Overnight Repo Rate Average (CORRA), subject to the adjustments specified~~ in ~~the~~its ~~Amended Credit Agreement~~entirety.

(ii) On June 25, 2024, Graybar Electric Company, Inc. (the “Company”) amended its agreement with MetLife Investment Management, LLC and MetLife Investment Management Limited (collectively, “MetLife”) (the “MetLife Shelf Agreement”). The ~~amendment,~~shareholders ~~among~~also ~~other~~voted ~~things, increases availability under the MetLife Shelf Agreement by $50 million~~ to ~~$200~~approve ~~million, and extends~~ the ~~issuance~~2025 ~~period to June 2027, and thereafter, for successive three~~Three-~~year~~Year ~~periods~~Stock ~~until~~Plan ~~either~~as ~~party notifies the other party at least 30 days prior to the then applicable stated period end date of its intent not to extend~~presented. ~~The other material terms of the MetLife Shelf Agreement remain unchanged.~~

The descriptions of the CORRA Amendment and the amendments to the MetLife Shelf Agreement in this Form 8-K do not purport to be complete and are qualified in their entirety by the full text of the respective amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2024.


Proposal	For	Withheld	Abstain

Approval of the 2025 Three-Year Stock Plan	27,046,602	-0-	-0-

~~Item~~The ~~2.03Creation~~shareholders ofalso avoted ~~Direct~~to ~~Financial~~approve ~~Obligation~~the orproposed anamendment ~~Obligation~~to ~~under~~the ~~an Off~~By-~~Balance~~laws ~~Sheet~~to ~~Arrangement~~allow the Board of aDirectors ~~Registrant~~to select, increase and decrease the number of directors to constitute the Board, in accordance with the New York Corporation Law.

The disclosure set forth above under Item 1.01(ii) is hereby incorporated by reference into this Item 2.03.


Proposal	For	Withheld	Abstain

Approval of By-law Amendment	27,046,602	-0-	-0-

Broker non-votes are not shown for either proposal because there is no public trading market for the Company’s Common Stock and no brokers hold shares for any underlying beneficial owners of such shares.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

3.2 By-laws of Graybar Electric Company, Inc., as amended as of June 11, 2025.

‎

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.

	GRAYBAR ELECTRIC COMPANY, INC.
Date:June 26, 2024	By: /s/ Matthew W. Geekie
Date:June 12, 2025	By: /s/ Matthew W. Geekie
	Matthew W. Geekie
	Senior Vice President, Secretary &
	General Counsel

GRAYBAR ELECTRIC COMPANY, INC.‎(Exact Name of Registrant as specified in Charter)

GRAYBAR ELECTRIC COMPANY, INC.
‎(Exact Name of Registrant as specified in Charter)

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