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~~

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 7 28, 2024

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

Delaware

000-20278

75-2274963

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

1329 Millwood Road

McKinney,

Texas

75069

(Address of principal executive offices)

(Zip Code)

(Exact name of registrant as specified in its charter)

Delaware	000-20278	75-2274963
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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))

~~☐ Soliciting~~Securities ~~material~~registered pursuant to ~~Rule 14a-~~Section 12(b) of ~~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))

	Trading	Name of each exchange
Title of each class	Symbol(s)	on which registered
Common Stock, par value $.01 per share	WIRE	The NASDAQ Global Select Market

~~☐ Pre-commencement~~Indicate ~~communications~~by ~~pursuant~~check tomark whether the registrant is an emerging growth company as defined in Rule 405 ~~13e-4~~of the Securities Act of 1933 (c§230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~13e~~12b-~~4(c~~2 of this chapter)).

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

Emerging growth company ¨

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has iselected annot ~~emerging~~to ~~growth~~use ~~company~~the asextended ~~defined~~transition inperiod ~~Rule~~for ~~405~~complying ofwith ~~the~~any ~~Securities~~new ~~Act~~or ofrevised ~~1933~~financial ~~(17~~accounting ~~CFR~~standards ~~§230.405~~provided ofpursuant to ~~this chapter~~Section 13(a) ~~or Rule 12b-2~~ of the ~~Securities~~ Exchange Act ~~of 1934 (17 CFR §240~~.~~12b-2~~ ~~of this chapter).~~¨

~~Emerging~~Item ~~growth~~8.01. ~~company~~Other ☐Events.

IfAs anpreviously ~~emerging~~reported, ~~growth~~on ~~company~~April 14, ~~indicate~~2024, byEncore ~~check~~Wire ~~mark~~Corporation, a ifDelaware corporation (“Encore” or the ~~registrant~~“Company”), ~~has~~entered ~~elected~~into ~~not~~an toAgreement ~~use~~and Plan of Merger (the ~~extended~~“Merger ~~transition~~Agreement”) ~~period~~by ~~for~~and ~~complying~~among ~~with~~the ~~any~~Company, ~~new~~Prysmian orS.p.A., ~~revised~~a ~~financial~~company ~~accounting~~organized ~~standards~~under the laws of the Republic of Italy (“Parent”), Applause Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company, pursuant to ~~Section~~which 13Merger Sub will merge with and into the Company (athe “Merger”), ofwith the ~~Exchange~~Company ~~Act.~~surviving the ☐Merger as a wholly owned subsidiary of Parent.

~~Item~~The 5respective obligations of each party to consummate the Merger are subject to the fulfillment or waiver of certain customary mutual closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”).07 ~~Submission~~As previously disclosed, each of ~~Matters~~Parent and Encore filed its respective notification and report form required to abe ~~Vote~~filed pursuant to the HSR Act on April 26, 2024. Effective as of ~~Security~~11:59 ~~Holders~~p.m. Eastern Time on May 28, 2024, the applicable waiting period under the HSR Act expired.

~~The~~Additional ~~2024~~Information ~~Annual~~About ~~Meeting~~the ~~was~~Merger ~~held~~and atWhere ~~9:00~~to ~~a.m.,~~Find ~~local time, on May 7, 2024, via live webcast.~~It

~~The~~This ~~Board~~communication ~~solicited~~relates ~~proxies~~to ~~pursuant~~the toproposed ~~Regulation~~merger ~~14A~~(the “Merger”) of Encore Wire Corporation (the “Company”), with a subsidiary of Prysmian S.p.A., a company organized under the laws of the Republic of Italy (“Parent”). In connection with the Merger, the Company filed a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) on May 22, 2024 with the U.S. Securities and Exchange ~~Act~~Commission (the “SEC”). On or about May 22, 2024, the Company commenced mailing the Definitive Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting of ~~1934~~stockholders relating to the Merger. ~~There~~ ~~was~~The noDefinitive ~~solicitation~~Proxy inStatement contains ~~opposition~~important information about the Merger and related matters. BEFORE MAKING A VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT MATERIALS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Stockholders are able to obtain copies of the ~~Board’s~~Definitive ~~nominees~~Proxy ~~for~~Statement ~~director~~and asany ~~listed~~other indocuments filed by the ~~proxy~~Company ~~statement~~with the SEC (when they become available) for no charge at the SEC’s website at www.sec.gov. In addition, ~~and~~stockholders ~~all~~are able to obtain free copies of ~~such~~the ~~nominees~~Definitive Proxy ~~were~~Statement ~~duly~~from ~~elected~~the asCompany ~~reported~~by ~~below~~going to the Company’s Investor Relations page on its corporate website at https://www.encorewire.com/investors/index.html.

~~Out~~Participants ~~of a total of 15,783,916 shares of the Company’s common stock outstanding and entitled to vote at the meeting, 14,306,331 shares were present~~ in ~~person or by proxy, representing approximately 90.63% of~~ the ~~outstanding shares.~~ Solicitation

The ~~first~~Company, ~~matter~~its ~~voted~~directors—Daniel onL. byJones, Gina A Norris, William R. Thomas, W. Kelvin Walker, Scott D. Weaver, and John H. Wilson—and Bret J. Eckert, the ~~stockholders~~Company’s Executive Vice President and CFO, asmay ~~fully~~be ~~described~~deemed to be participants in the ~~proxy~~solicitation ~~statement~~of ~~for~~proxies from the Company’s stockholders in respect of the Merger. As disclosed under “Security Ownership of Certain Beneficial Owners and Management” in the Definitive Proxy Statement, filed with the SEC on May 22, 2024 ~~Annual~~(available ~~Meeting~~on the SEC’s EDGAR website at: https://www.sec.gov/Archives/edgar/data/850460/000110465924064083/tm2412615-3_defm14a.htm), as ~~was~~of May 17, 2024, Mr. Jones beneficially owned 5.36% of the ~~election~~Company’s common stock and Mr. Eckert beneficially owned 1.55% of ~~directors~~the Company’s common stock. ~~The~~ ~~following~~None ~~table~~of ~~presents~~the other participants in the ~~number~~solicitation owns in excess of ~~shares~~one ~~voted~~percent ~~for~~of the Company’s common stock. More detailed information about the ownership interests of each director and ~~number~~Mr. Eckert can be found in their respective SEC filings on Forms 3, 4, and 5, all of ~~shares~~which ~~withheld~~are ~~from~~available ~~each~~on ~~nominee~~the SEC’s website at www.sec.gov for no ~~director~~charge, and in the ~~number~~section of ~~broker~~the ~~non-votes~~Definitive Proxy Statement titled “Interests of the Directors and Executive Officers of Encore in the Merger.” Additional information regarding the participants in the solicitation, including their direct or indirect interests, by security holdings or otherwise, may be included in other relevant materials to be filed with the SEC in respect of the Merger when they become available.

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

SIGNATURE

~~The~~Pursuant ~~second~~to ~~matter voted on by~~ the ~~stockholders,~~requirements asof ~~fully described in~~ the ~~proxy~~Securities Exchange ~~statement~~Act ~~for~~of ~~the 2024 Annual Meeting~~1934, ~~was~~as ~~a resolution to approve~~amended, ~~in a non-binding advisory vote,~~ the ~~compensation~~registrant ofhas ~~the~~duly ~~Company’s~~caused ~~named~~this ~~executive~~report ~~officers. The~~to ~~following~~be ~~table~~signed ~~presents~~on ~~the~~its ~~number~~behalf ofby ~~shares voted for, against, and abstaining from such resolution and~~ the ~~number~~undersigned ofhereunto ~~broker non-votes~~duly authorized.

Number of SharesVoted FOR theResolution

Number of SharesVoted AGAINSTthe Resolution

Number of SharesABSTAINING FROMthe Resolution

Broker Non-Votes

ENCORE WIRE CORPORATION

9,621,880

3,337,035

12,008

1,335,408

Dated: May 29, 2024

By:

/s/ Bret J. Eckert

Name:

Bret J. Eckert

Title:

Executive Vice President and Chief Financial Officer

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. 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 SharesVoted FOR theResolution						Number of SharesVoted AGAINSTthe Resolution						Number of SharesABSTAINING FROMthe Resolution						Broker Non-Votes
11,386,048						1,577,073						7,802						1,335,408

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 SharesVoted FOR theResolution						Number of SharesVoted AGAINSTthe Resolution						Number of SharesABSTAINING FROMthe 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 SharesVoted FOR theResolution						Number of SharesVoted AGAINSTthe Resolution						Number of SharesABSTAINING FROMthe Resolution						Broker Non-Votes
13,923,050						376,510						6,771						0

SIGNATURE

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

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