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):

~~April~~May 237, 2024



ENCORE WIRE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

000-20278

75-2274963

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

1329 Millwood Road

McKinney,

Texas

75069

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 562-9473

(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))

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, par value $.01 per share	WIRE	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 2 5.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnThe ~~April 23,~~ 2024, ~~Encore~~Annual ~~Wire~~Meeting ~~Corporation,~~was aheld ~~Delaware~~at ~~corporation~~9:00 ~~(the “Company”)~~a.m., ~~issued~~local antime, ~~earnings~~on ~~release~~May ~~describing selected financial results of the Company for the quarter ended March 31~~7, 2024, ~~(the~~via ~~“Earnings~~live ~~Release”)~~webcast. ~~A copy of the Earnings Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.~~

~~Limitation~~The onBoard ~~Incorporation~~solicited byproxies ~~Reference:~~pursuant to Regulation 14A under the Securities Exchange Act of 1934. There was no solicitation in opposition to the Board’s nominees for director as listed in the proxy statement, and all of such nominees were duly elected as reported below.

InOut ~~accordance~~of ~~with~~a ~~general~~total ~~instruction B.2~~ of ~~Form 8-K~~15, ~~the information in this report~~783,916 ~~including~~shares ~~exhibits,~~of isthe ~~furnished~~Company’s ~~pursuant~~common tostock ~~Item 2.02~~outstanding and ~~shall~~entitled ~~not~~to bevote ~~deemed~~at ~~“filed” for~~ the ~~purposes~~meeting, of14,306,331 ~~Section 18~~shares ofwere ~~the~~present ~~Securities~~in ~~Exchange~~person ~~Act~~or ofby ~~1934~~proxy, asrepresenting ~~amended,~~approximately or90.63% ~~otherwise~~of ~~subject to~~ the ~~liability~~outstanding ~~of that section~~shares.

~~Item 7~~The first matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was the election of directors.01 The ~~Regulation~~following FDtable ~~Disclosure~~presents the number of shares voted for and number of shares withheld from each nominee for director and the number of broker non-votes.

On April 23, 2024, the Company issued the Earnings Release. A copy of the Earnings Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Director Nominee	Number of Votes Received	Number Withheld	Broker Non-Votes

Daniel L. Jones	12,628,637	342,286	1,335,408

Gina A. Norris	12,529,677	441,246	1,335,408

William R. Thomas	10,265,840	2,705,083	1,335,408

W. Kelvin Walker	12,217,094	753,829	1,335,408

Scott D. Weaver	11,718,669	1,252,254	1,335,408

John H. Wilson	11,668,473	1,302,450	1,335,408

~~Limitation~~The onsecond ~~Incorporation~~matter voted on by ~~Reference:~~the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was a resolution to approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers. The following table presents the number of shares voted for, against, and abstaining from such resolution and the number of broker non-votes.

In accordance with general instruction B.2 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.


Number of Shares Voted FOR the Resolution	Number of Shares Voted AGAINST the Resolution	Number of Shares ABSTAINING FROM the Resolution	Broker Non-Votes

9,621,880	3,337,035	12,008	1,335,408

~~Item 9~~The third matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was a proposal to approve an Amendment to the Company’s Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation.01 ~~Financial~~The ~~Statements~~following table presents the number of shares voted for, against, and ~~Exhibits~~abstaining from such resolution and the number of broker non-votes.

Exhibit Number	Description
Number of SharesVoted FOR theResolution	Number of SharesVoted AGAINSTthe Resolution	Number of SharesABSTAINING FROMthe Resolution	Broker Non-Votes
99.1	April 23, 2024 Earnings Release from Encore Wire Corporation
11,386,048	1,577,073	7,802	1,335,408
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

The fourth matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was a proposal to approve an Amendment to the Company’s 2020 Long Term Incentive Plan (the “2020 Plan”) to increase the

number of shares available under the 2020 Plan. The following table presents the number of shares voted for, against, and abstaining from such resolution and the number of broker non-votes.


Number of Shares Voted FOR the Resolution	Number of Shares Voted AGAINST the Resolution	Number of Shares ABSTAINING FROM the Resolution	Broker Non-Votes

8,420,291	4,264,500	286,132	1,335,408

The fifth matter voted on by the stockholders, as fully described in the proxy statement for the 2024 Annual Meeting, was a resolution to ratify the appointment of Ernst & Young LLP as the auditor of the Company’s financial statements for the year ending December 31, 2024. The following table presents the number of shares voted for, against, and abstaining from such resolution and the number of broker non-votes.


Number of Shares Voted FOR the Resolution	Number of Shares Voted AGAINST the Resolution	Number of Shares ABSTAINING FROM the Resolution	Broker Non-Votes

13,923,050	376,510	6,771	0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ENCORE WIRE CORPORATION

May 9, 2024	By:	/s/ BRET J. ECKERT
		Bret J. Eckert, Executive Vice President and Chief Financial Officer

	ENCORE WIRE CORPORATION
	(Registrant)
April 23, 2024	By:	/s/ BRET J. ECKERT
		Bret J. EckertExecutive Vice President and Chief Financial Officer

Filing Compare · ENCORE WIRE CORP