ANIXTER INTERNATIONAL INC. (NYSE:AXE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously disclosed in a Current Report on Form 8-K filed on February 26, 2018 (the “Prior 8-K”), Robert J. Eck is retiring as Chief Executive Officer of Anixter International Inc. (the “Company”) effective June 30, 2018. In connection with Mr. Eck’s retirement, Anixter Inc., the Company’s primary operating subsidiary, and Mr. Eck will enter into a retirement agreement (the “Retirement Agreement”). The Company will also be a party to the Retirement Agreement, but solely for the purposes of provisions providing for continued board service and the revisions to equity awards described below.

to the Retirement Agreement, Mr. Eck will agree to confidentiality provisions, and noncompetition and nonsolicitation provisions lasting until June 30, 2021. In consideration of these agreements, the Company has agreed to the following revisions to Mr. Eck’s outstanding equity awards:

restricted stock units and performance-based restricted stock units will remain outstanding and will vest in accordance with their original terms.

Without these revisions, the stock options would have expired, depending on the date of grant, at either 90 days or 12 months following the date of retirement, and the restricted stock units and performance-based restricted stock units would have forfeited on the date of retirement. As a result of the revisions, the Company will record a noncash, pre-tax charge in the second quarter of 2018 of approximately $4.8 million, or $0.10 per share.

In addition, Mr. Eck will receive a prorated bonus based on actual performance through June 30, 2018, payable in August 2018.

As previously disclosed in the Prior 8-K, William A. Galvin has been appointed President and Chief Executive Officer effective July 1, 2018. Effective that date, Mr. Galvin’s base salary will be increased to $800,000 per annum and his target bonus will be increased to $1.0 million. In addition, on July 1, 2018, Mr. Galvin will receive a promotional long-term equity incentive of $1.0 million, 50% of which will be in the form of restricted stock units and 50% of which will be in the form of performance-based restricted stock units.

Bill Standish, Executive Vice President – Operations has decided to retire, effective July 9, 2018. In connection with his retirement, Mr. Standish and the Company will enter into a consulting agreement that will require services through March 31, 2019. Mr. Standish will not receive any compensation for these services other than payment of all medical and dental insurance premiums during the term of the agreement. Mr. Standish will be subject to noncompetition, nonsolicitation and confidentiality provisions. In consideration of these agreements, the Company has agreed to revise Mr. Standish’s restricted stock units to vest on March 1, 2019 in accordance with their original terms, instead of forfeiting on his retirement date. This revision will result in an immaterial noncash charge in the second quarter of 2018. In addition, Mr. Standish will receive a prorated bonus based on actual performance through June 30, 2018, payable in August 2018.

The annual meeting of stockholders was held on May 24, 2018. In connection with the meeting, proxies were solicited to the Securities Exchange Act of 1934. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in the Company’s 2018 Proxy Statement filed on April 20, 2018.

(1) The Directors of the Company were elected as follows:

(2) An advisory proposal on the compensation of the Company’s named executive officers was approved by a vote of 28,773,835 shares “for” and 1,805,019 shares “against” with 11,093 shares abstaining. There were 1,429,999 broker non-votes.

(3)The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year 2018 by a vote of 31,505,158 shares “for” and 512,245 shares “against” with 2,543 shares abstaining.

About ANIXTER INTERNATIONAL INC. (NYSE:AXE)
Anixter International Inc. is engaged in the distribution of enterprise cabling and security solutions, electrical and electronic wire and cable products and utility power solutions. The Company provides customers access to inventory management programs, over 270 warehouses and locations in approximately 300 cities across over 50 countries. Its segments include Network & Security Solutions (NSS), Electrical & Electronic Solutions (EES) and Utility Power Solutions (UPS). The NSS segment supplies products and supply chain solutions to customers in various industries. The EES segment supplies various wire and cable products and customized supply chain solutions to the industrial and original equipment manufacturer markets. The UPS segment supplies electrical transmission and distribution products, power plant maintenance, repair and operations supplies and smart-grid products. It caters to industry groups, such as finance, healthcare, retail, transportation, utilities and others.