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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 13, 2020

 

 

SiteOne Landscape Supply, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   001-37760   46-4056061
(State or other jurisdiction
of incorporation)  
  (Commission File Number)   (IRS Employer
Identification No.)

 

300 Colonial Center Parkway, Suite 600, Roswell, Georgia

 

30076

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code:

(470) 277-7000

  

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share SITE New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 13, 2020, SiteOne Landscape Supply, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”). The Company’s Board of Directors (the “Board”) had previously approved and adopted the 2020 Plan, subject to stockholder approval. Terms of the 2020 Plan are described in the Company’s 2020 Proxy Statement, which was filed with the Securities and Exchange Commission on April 1, 2020, which description is incorporated herein by reference and is qualified in its entirety by reference to the 2020 Plan. The 2020 Plan is filed as Exhibit 10.1 and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, four proposals were submitted to the Company’s stockholders. The final voting results were as follows:

 

Proposal 1: The Company’s stockholders elected the two nominees named in the Company’s 2020 Proxy Statement to serve a three-year term expiring at the Company’s 2023 Annual Meeting of Stockholders. The voting results are set forth below.

 

Director Nominee Votes For Votes Withheld Broker Non-Votes
William (Bill) W. Douglas, III 38,672,516 215,724 1,687,766
Jeri L. Isbell 38,534,196 354,044 1,687,766

 

Proposal 2: The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered accounting firm for the fiscal year 2020. The voting results are set forth below

 

Votes For Votes Against Abstain Broker Non-Votes
40,545,512 18,288 12,206 0

 

Proposal 3: The Company’s stockholders approved an advisory vote on the compensation of the Company’s named executive officers. The voting results are set forth below.

 

Votes For Votes Against Abstain Broker Non-Votes
38,098,702 560,293 229,245 1,687,766

 

Proposal 4: The Company’s stockholders approved the 2020 Plan. The voting results are set forth below.

 

Votes For Votes Against Abstain Broker Non-Votes
37,953,544 930,615 4,081 1,687,766

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits  
     
Exhibit No.   Description
   
10.1   SiteOne Landscape Supply, Inc. 2020 Omnibus Equity Incentive Plan
         
 

 

 

SIGNATURES

 

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.

 

  SITEONE LANDSCAPE SUPPLY, INC.  
       
       
  By: /s/ Briley Brisendine  
    Name: Briley Brisendine  
    Title: Executive Vice President, General Counsel and Secretary  
       
Date: May 15, 2020