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) May 14, 2014________________
PLY GEM HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-35930 | 20-0645710 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5020 WESTON PARKWAY, SUITE 400 CARY, NORTH CAROLINA | 27513 |
(Address of principal executive offices) | (Zip Code) |
(919) 677-3900
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 14, 2014, Ply Gem Holdings, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected each of the three Class I director nominees; (ii) approved an advisory resolution on executive compensation; (iii) recommended a frequency for which the Company should seek an advisory vote on the compensation of our named executive officers; and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014. A description of each proposal voted on at the meeting, and the voting results for each such proposal, are set forth below.
1.) The proposal to elect each of the three nominees to serve as a Class I director of the Company until the Company’s 2017 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal, was approved by the votes set forth below:
Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Frederick J. Iseman | 55,733,703 | 6,623,808 | 2,115,610 |
Mary K. Rhinehart | 62,232,935 | 124,576 | 2,115,610 |
Janice E. Stipp | 62,232,632 | 124,879 | 2,115,610 |
2.) The proposal to approve an advisory resolution on executive compensation was approved by the votes set forth below:
For | Against | Abstain | Broker Non-Vote |
61,789,862 | 561,749 | 5,900 | 2,115,610 |
3.) The recommended frequency for which the Company should seek an advisory vote on the compensation of our named executive officers was every year, by the votes set forth below:
1 year | 2 years | 3 years | Abstain | Broker Non-Vote |
61,388,715 | 2,620 | 960,276 | 5,900 | 2,115,610 |
In accordance with the results of this vote, the Company currently intends to hold annual advisory votes on executive compensation until the next required vote regarding the frequency of such votes.
4.) The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014 was ratified by the votes set forth below:
For | Against | Abstain | Broker Non-Vote |
64,465,200 | 5,498 | 2,423 | N/A |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 15, 2014
PLY GEM HOLDINGS, INC. | |
By: /s/ Shawn K. Poe | |
Name: Shawn K. Poe | |
Title: Vice President, Chief Financial Officer, Treasurer and Secretary | |