PLY GEM HOLDINGS, INC. (NYSE:PGEM) Files An 8-K Entry into a Material Definitive Agreement

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PLY GEM HOLDINGS, INC. (NYSE:PGEM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

The information set forth in the section above titled “Introduction” of this Current Report on Form 8-K is incorporated herein by reference.

Item 1.01 Changes in Control of Registrant

The information set forth in the section above titled “Introduction” of this Current Report on Form 8-K is incorporated herein by reference.

Item 1.01Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In accordance with the terms of the Merger Agreement, at the Effective Time, eight of the nine directors of the Company (Jeffrey T. Barber, John G. Forbes, Michael Haley, Timothy T. Hall, Frederick J. Iseman, Mary K. Rhinehart, Janice E. Stipp and Joost F. Thesseling) ceased to be directors of the Company. Gary E. Robinette will remain on the board of directors of the Company and Rajeev Amara, Nathan K. Sleeper, J.L. Zrebiec and Tyler Young were elected as directors.

Item 1.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were each amended and restated, and such amended and restated certificate of incorporation and bylaws became the certificate of incorporation and bylaws, respectively, of the Company.Copies of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits.
Exhibit No.

Description

2.1 Agreement and Plan of Merger, dated as of January 31, 2018, by and among Pisces Midco, Inc., Pisces Merger Sub, Inc. and Ply Gem Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Ply Gem Holdings, which was filed with the SEC on February1, 2018)
3.1 Amended and Restated Certificate of Incorporation of Ply Gem Holdings, Inc.
3.2 Amended and Restated Bylaws of Ply Gem Holdings, Inc.


PLY GEM HOLDINGS INC Exhibit
EX-3.1 2 d565114dex31.htm EXHIBIT 3.1 Exhibit 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PLY GEM HOLDINGS,…
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About PLY GEM HOLDINGS, INC. (NYSE:PGEM)

Ply Gem Holdings, Inc. is a manufacturer of exterior building products in North America. The Company operates through two segments: Siding, Fencing, and Stone, and Windows and Doors. In the Siding, Fencing, and Stone segment, the Company’s principal products include vinyl skirting, vinyl and aluminum soffit, aluminum trim coil, cellular PVC moldings, J-channels, wide crown molding, window and door trim, F-channels, H-molds, fascia, undersill trims, outside/inside corner posts, rain removal systems, injection molded designer accents, such as shakes, shingles, scallops, shutters, vents and mounts, vinyl fence, vinyl railing and stone veneer in the United States and Canada. In the Windows and Doors segment, the Company’s principal products include vinyl, aluminum-clad vinyl, aluminum, wood and clad-wood windows and patio doors and steel, wood, and fiberglass entry doors that serve both the new construction and the home repair and remodeling sectors in the United States and Canada.

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