atkr-202212280001666138false00016661382022-12-282022-12-28
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): December 28, 2022
Atkore Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-37793 | | 90-0631463 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)
(708) 339-1610
(Registrant's telephone number, including area code)
N/A
(Former name )
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 | Name of each exchange on which registered |
| Common Stock, $.01 par value per share | ATKR | 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 Officer; Compensatory Arrangements of Certain Officers.
Effective December 28, 2022, William R. VanArsdale retired from the Board of Directors (the “Board”) of Atkore Inc. (the “Company”). At such time, Mr. VanArsdale also retired from his positions as Chair of the Human Resource & Compensation Committee, and as Member of the Nominating and Governance Committee and Executive Committee. Mr. VanArsdale’s retirement from the Board was not the result of any disagreement with the Company.
As previously disclosed, on December 12, 2022, the Board approved the temporary expansion of the Board from nine members to ten, effective February 1, 2023, and appointed B. Joanne Edwards as a member of the Board to fill the newly created vacancy, effective immediately following the expansion of the Board from nine directors to ten directors on February 1, 2023. As a result of Mr. VanArsdale’s retirement, the Board has determined to appoint Ms. Edwards to fill the vacancy created by Mr. VanArsdale’s retirement, effective February 1, 2023, and the size of the Board will remain at nine members.
Item 7.01. Regulation FD Disclosure.
The Company’s press release announcing Mr. VanArsdale’s retirement is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.*
| | | | | | | | |
Exhibit No. | | Description of Exhibit |
| | |
| 99.1 | | |
| 104 | | Inline XBRL for the cover page of this Current Report on Form 8-K |
| * | | In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. |
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.
ATKORE INC.
By: /s/ Daniel S. Kelly
Daniel S. Kelly
Vice President, General Counsel and Secretary
Date: December 28, 2022
