ENCORE WIRE CORPORATION Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-07-02: Form 8-K; Period of report 2024-06-28; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2024-06-26: Form 8-K/A; Period of report 2024-06-26; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2024-06-26: Form 8-K; Period of report 2024-06-26; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2024-05-30: Form 8-K; Period of report 2024-05-30; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-07-02 | 8-K | 2024-06-28 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On the Closing Date, in connection with the consummation of the Merger, Encore repaid all amounts outstanding under and terminated that certain Credit Agreement, dated as of February 9, 2021 (as amended), by and among Encore, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Credit Agreement”). 2.01 As described in the Introductory Note, effective as of the Closing Date, Merger Sub merged with and into the Company pursuant to the Merger Agreement. 3.01 Prior to the Closing Date, Encore notified the Nasdaq Stock Market LLC (“Nasdaq”) of the Closing Date and requested that Nasdaq (i) suspend trading of Encore Common Stock, (ii) withdraw Encore Common Stock from listing on Nasdaq, and (iii) file with the SEC on Form 25 a notification of delisting and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist the Encore Common Stock from Nasdaq. 3.03 In connection with the consummation of the Merger, at the Effective Time, Encore stockholders as of immediately prior to the Effective Time ceased to have any rights with respect to the shares of Encore Common Stock, except for the right to receive the Merger Consideration, subject to any required tax withholding, and subject to the terms and conditions set forth in the Merger Agreement. 5.01 As a result of the Merger, Encore became a wholly owned subsidiary of Parent as of the Effective Time. 5.02 On June 28, 2024, the Compensation Committee of Encore’s board of directors approved (i) a transaction bonus in the amount of $7,500,000, and a 2024 annual bonus in the amount of $7,500,000, to Daniel L. Jones, the Company’s President and Chief Executive Officer and (ii) a transaction bonus in the amount of $7,500,000, and a 2024 annual bonus in the amount of $3,750,000, to Bret J. Eckert, the Company’s Executive Vice President and Chief Financial Officer, with Mr. Eckert’s transaction bonus as consideration for his entry into a non-compete agreement with the Company. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, Encore’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated (the “Amended and Restated Certificate of Incorporation”) and, as so amended and restated, became the certificate of incorporation of the Surviving Corporation. | wire-20240628.htm |
| 2024-06-26 | 8-K/A | 2024-06-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 26, 2024, the Company held the Special Meeting to consider the following proposals: (1) a proposal to adopt the Agreement and Plan of Merger, dated as of April 14, 2024 (the “Merger Agreement”), entered into by and among Prysmian S.p.A. (“Parent”), Applause Merger Sub Inc. (“Merger Sub”), the Company and, solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Agreement Proposal”); (2) a proposal to approve, by advisory (non-binding) vote, compensation that will or may become payable by the Company to the Company’s named executive officers in connection with the Merger (the “Compensation Proposal”); and (3) a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal” and, together with the Merger Agreement Proposal and the Compensation Proposal, the “Proposals”). | wire-20240626.htm |
| 2024-06-26 | 8-K | 2024-06-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 26, 2024, Encore Wire Corporation, a Delaware corporation (the “Company”), held a virtual special meeting of stockholders (the “Special Meeting”) to consider the following proposals: (1) a proposal to adopt the Agreement and Plan of Merger, dated as of April 14, 2024 (the “Merger Agreement”), entered into by and among Prysmian S.p.A. (“Parent”), Applause Merger Sub Inc. (“Merger Sub”), the Company and, solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Agreement Proposal”); (2) a proposal to approve, by advisory (non-binding) vote, compensation that will or may become payable by the Company to the Company’s named executive officers in connection with the Merger (the “Compensation Proposal”); and (3) a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal” and, together with the Merger Agreement Proposal and the Compensation Proposal, the “Proposals”). | wire-20240626.htm |
| 2024-05-30 | 8-K | 2024-05-30 | 8.01 Other Events | 8.01 As previously reported, on April 14, 2024, Encore Wire Corporation, a Delaware corporation (“Encore” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Prysmian S.p.A., a company organized 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 which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | tm2415876d1_8k.htm |
| 2024-05-29 | 8-K | 2024-05-28 | 8.01 Other Events | 8.01 As previously reported, on April 14, 2024, Encore Wire Corporation, a Delaware corporation (“Encore” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Prysmian S.p.A., a company organized 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 which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | tm2415743d1_8k.htm |
| 2024-05-09 | 8-K | 2024-05-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2024 Annual Meeting was held at 9:00 a.m., local time, on May 7, 2024, via live webcast. | wire-20240507.htm |
| 2024-04-23 | 8-K | 2024-04-23 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 23, 2024, Encore Wire Corporation, a Delaware corporation (the “Company”), issued an earnings release describing selected financial results of the Company for the quarter ended March 31, 2024 (the “Earnings Release”). 7.01 On April 23, 2024, the Company issued the Earnings Release. | wire-20240423.htm |
| 2024-04-15 | 8-K | 2024-04-14 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On April 14, 2024, Encore Wire Corporation, a Delaware corporation (“Encore” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Prysmian S.p.A., a company organized 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 (“Guarantor”). 5.03 On April 14, 2024, the Board approved an amendment to the Company’s Third Amended and Restated Bylaws (the “Bylaws”, and such amendment, the “Bylaw Amendment”). 8.01 On April 15, 2024, the Company issued a press release announcing the entry into the Merger Agreement. | d809980d8k.htm |
| 2024-02-13 | 8-K | 2024-02-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 13, 2024, Encore Wire Corporation, a Delaware corporation (the “Company”), issued an earnings release describing selected financial results of the Company for the fourth quarter of 2023 and the year ended December 31, 2023 (the “Earnings Release”). 7.01 On February 13, 2024, the Company issued the Earnings Release. | wire-20240213.htm |