NCI Building Systems, Inc. (the Company) held its Annual Meeting of Stockholders (the Annual Meeting) on February 23, 2017. The number of shares present in person and/or by proxy at the Annual Meeting was 66,682,411, representing approximately 94% of the 70,868,121 shares of common stock issued and outstanding on January12, 2017, which was the record date for the determination of the stockholders entitled to vote at the meeting. At the Annual Meeting, the stockholders of the Company (i)elected Norman C. Chambers, Kathleen J. Affeldt, George L. Ball and Nathan K. Sleeper as ClassIII directors to serve until the annual meeting of stockholders to be held in 2020, (ii) provided advisory approval of the Companys compensation philosophy and the compensation of the Companys named executive off icers as disclosed in the 2017 Proxy Statement and (iii) ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending October 29, 2017.
Of the 66,682,411 shares of common stock of the Company present at the Annual Meeting, in person or by proxy, the following table shows the votes cast for, against, abstain and non-votes for each of the nominees for director:
Norman C. Chambers
Kathleen J. Affeldt
George L. Ball
Nathan K. Sleeper
In addition to Norman C. Chambers, Kathleen J. Affeldt, George L. Ball and Nathan K. Sleeper, each of the following persons has a term of office as a director of the Company that continues after the Annual Meeting: James G. Berges, Lawrence J. Kremer, John J. Holland, Gary L. Forbes, George Martinez and Jonathan L. Zrebiec.
The stockholders of the Company approved, on an advisory basis, the compensation philosophy and the compensation of the Companys named executive officers as disclosed in the 2017 Proxy Statement, by the following vote:
The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for fiscal year 2017 by the following vote:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NCI BUILDING SYSTEMS, INC.
/s/ Todd R. Moore
Executive Vice President, General Counsel and
Date: February 24, 2017
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