UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 20, 2022

​

UFP INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

​

​

​

Registrant's telephone number, including area code: (616) 364-6161

​

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:

​

​

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

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ◻

Section 5.Corporate Governance and Management

​

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

​

On April 20, 2022, the Company held its 2022 Annual Meeting of Shareholders. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in detail in the Company's Proxy Statement dated March 8, 2022 supplemented on April 1, 2022. The voting results are as follows:

Proposal 1 – Election of Directors

The following individuals were elected to serve as directors of the Company to hold office until the 2025 Annual Meeting of Shareholders, by the following votes:

Proposal 2 – Amendment to the Company’s Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock

The shareholders approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 80,000,000 shares to 160,000,000 shares, by the following votes:

Proposal 3 – Amendment to the Company’s Long-Term Stock Incentive Plan

The shareholders approved an amendment to the Company’s Long-Term Stock Incentive Plan (the “Plan”) to authorize an additional 2,7000,000 shares for issuance pursuant to the Plan, by the following votes:

Proposal 4 – Ratification of the Appointment of Deloitte & Touche LLP as the Company's independent Registered Public Accounting Firm for Fiscal 2022.

The shareholders ratified the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for fiscal 2022 by the following votes:

Proposal 5 – Advisory (Non-Binding) Vote on Executive Compensation.

The shareholders approved the proposed resolution to approve the compensation of the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, by the following votes:

​

SIGNATURE

​

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 thereunto duly authorized.

​

​