Atkore International Group Inc. (NYSE:ATKR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
On August 3, 2017, the Board of Directors (the “Board”) of Atkore International Group Inc. (the “Company”), having previously increased the Board size from 9 to up to 12 members, upon the recommendation of the Nominating and Governance Committee (the "Committee") of the Board, filled two of the vacancies created by such newly-created directorships by appointing two new directors of the Company. Wilbert W. James Jr. will serve as a Class II director and hold office until the Company’s 2018 annual meeting of stockholders and until Mr. James’s successor is duly elected and qualified or until Mr. James’s earlier death, incapacity, resignation or removal. Justin A. Kershaw will serve as a Class III director and hold office until the Company’s 2019 annual meeting of stockholders and until Mr. Kershaw’s successor is duly elected and qualified or until Mr. Kershaw’s death, incapacity, resignation or removal. The Board acted upon the recommendation of the Committee, after the Committee considered all of the relevant facts and circumstances and determined that both Mr. James and Mr. Kershaw are “independent” as defined under New York Stock Exchange listing standards.
Mr. James and Mr. Kershaw will receive the director compensation described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on January 19, 2017 (the “Proxy Statement”), with the cash component prorated. The Company also entered into indemnification agreements with Mr. James and Mr. Kershaw. The form of indemnification agreement is an exhibit on the Company’s registration statement on Form S-1/A filed with the SEC on May 5, 2016, and is described in the Proxy Statement.
There are no arrangements or understandings between Mr. James and Mr. Kershaw and any other person to which Mr. James and Mr. Kershaw were selected as directors.
Mr. James and Mr. Kershaw will be entitled to participate in the Company’s director compensation plan. Such director compensation plan is described in more detail under “Executive Compensation-Director Compensation” in the Proxy Statement.
The Company’s press release announcing Mr. James and Mr. Kershaw’s election is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
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Exhibit No. |
Description of Exhibit |
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99.1 |
Press Release of Atkore International Group Inc., dated August 4, 2017. |
Atkore International Group Inc. ExhibitEX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit August 4,…To view the full exhibit click here
About Atkore International Group Inc. (NYSE:ATKR)
Atkore International Group Inc. is a manufacturer of electrical raceway products. The Company’s products are primarily offered for non-residential construction and renovation markets, and mechanical products and solutions (MP&S) for the construction and industrial markets. The Company operates in two segments: Electrical Raceway and MP&S. Through the electrical raceway segment, it manufactures products that deploy, isolate and protect a structure’s electrical circuitry from the original power source to the final outlet. The Company’s electrical raceway segment products include electrical conduit, armored cable, cable trays, mounting systems and fittings. Through the MP&S segment, it provides products and services that frame, support and secure component parts in a range of structures, equipment and systems in electrical, industrial and construction applications. The Company’s MP&S segment products include metal framing products and in-line galvanized mechanical tube.