8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

[Missing Graphic Reference]

FORM 8-K

[Missing Graphic Reference]

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 1, 2016

[Missing Graphic Reference]

PGT, Inc.

(Exact Name of Registrant as Specified in its Charter)

[Missing Graphic Reference]

Delaware	000-52059	20-0634715
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1070 Technology Drive, North Venice, Florida 34275

(941) 480-1600

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report) 

[Missing Graphic Reference]

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[Missing Graphic Reference]

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

On February 1, 2016, the Board of Directors (the “Board”) of PGT, Inc. (the “Company”) authorized an increase in the number of members of the Board from seven to nine and appointed Sheree Bargabos and Jeff Jackson to fill the two resulting vacancies on the Board, effective immediately.  Ms. Bargabos will serve as a Class III director, with an initial term expiring at the annual meeting of shareholders to be held in 2018.  Mr. Jackson will serve as a Class II director, with an initial term expiring at the annual meeting of shareholders to be held in 2017.

Ms. Bargabos’ annual compensation will be consistent with that provided to the Company’s other non-management directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U. S. Securities and Exchange Commission on April 27, 2015 (the “Proxy Statement”), under the heading “Director Compensation.”  On February 1, 2016, the Board approved the following compensation package to Ms. Bargabos for her service on the Board: (a) an annual cash retainer of $57,500, (b) at the beginning of each year of service on the Board, a grant of restricted stock of the Corporation with an approximate value of $57,500 at the time of issuance, (c) as applicable, an annual cash retainer of $7,500 and $5,000 for service on the Audit Committee and Compensation Committee, respectively, and (d) reimbursement of reasonable travel expenses.

In addition, on February 1, 2016, the Board authorized the Company to enter into an indemnification agreement with each of Ms. Bargabos and Mr. Jackson, substantially in the form of the indemnification agreement entered into between the Company and its other directors, previously filed with the U.S. Securities and Exchange Commission on June 8, 2006 as Exhibit 10.17 to Amendment No. 3 to the Company’s Registration Statement on Form S-1/A (File No. 333-132365).

There is no arrangement or understanding between Ms. Bargabos and any other persons pursuant to which Ms. Bargabos was appointed as a director.  There are no related party transactions involving Ms. Bargabos that are reportable under Item 404(a) of Regulation S-K.

Mr. Jackson, as a member of the Company’s management team, will not receive compensation for his service on the Board.

There is no arrangement or understanding between Mr. Jackson and any other persons pursuant to which Mr. Jackson was appointed as a director.  Other than Mr. Jackson’s compensation arrangements, as described in the Proxy Statement, under the heading “Executive Compensation – Compensation Discussion and Analysis,” there are no related party transactions involving Mr. Jackson that are reportable under Item 404(a) of Regulation S-K.

Item 8.01 Other Information.

On February 2, 2016, the Company issued a press release announcing the appointments of Ms. Bargabos and Mr. Jackson to the Board.  A copy of the press release is furnished as Exhibit 99 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits

99Press Release dated February 2, 2016.

- 2 -

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.

Dated: February 2, 2016	PGT, Inc.
	By:	/s/ Mario Ferrucci III
		Name: Mario Ferrucci III
		Title: Vice President, General Counsel and Secretary

- 3 -

INDEX TO EXHIBITS

Exhibit No.	Description
99	Press Release dated February 2, 2016.

- 4 -

EX-99

EXHIBIT 99

FOR IMMEDIATE RELEASE

Contact:

PGT Media Relations

Danielle Mikesell

Office: 941-480-1600

dmikesell@pgtindustries.com

PGT, Inc.adds two Directors to Board

Sheree Bargabos

Jeff Jackson

N. VENICE, FL – February 2, 2016 -- PGT, Inc. (NASDAQ: PGTI), the nation’s leading manufacturer and supplier of residential impact-resistant windows and doorstoday announced that Sheree Bargabos and Jeff Jackson have joined its board of directors.Ms. Bargabos was most recently Vice President, Customer Experience at Owens Corning, a global maker of building composite materials, where she spent 35 years in various management roles including President of the $2B Roofing and Asphalt division. Mr. Jackson is President and Chief Operating Officer of PGT.

PGT Chief Executive Officer and Chairman of the Board, Rod Hershberger, said: “Ms. Bargabos brings a wealth of executive management experience in running successful businesses at Owens Corning. Her expertise and deep knowledge in the building products industry will be immensely valuable to PGT in the years ahead.”

Mr. Hershberger continued, “Jeff has been a key member of PGT’s executive team since he led the company through our successful IPO. His operational expertise and vision for success has led to PGT engaging in two significant acquisitions to grow the company. Under his leadership, PGT has grown significantly in the last 10 years.”

Ms. Bargabos said, “I am extremely pleased to be joining PGT’s board of directors. PGT has an enviable reputation and leading industry position. I look forward to working with the board and the Company as it executes its strategic and geographic growth and diversification.”

Mr. Jackson said, “It is an honor for me to be named as a director of PGT.  I look forward to working with the board to continue to expand PGT’s growth into new markets and expand our footprint.”

Ms. Bargabos was Vice President, Customer Experience, Roofing from 2013 to 2015. Prior to this role she was President, Roofing and Asphalt from 2002 to 2012. Over her decade in this role, the business grew from $1.4 billion to $2.0 billion in revenues, largely through organic growth. She successfully initiated footprint reductions and cost initiatives and expanded operating margins from mid-single digits to a peak of 28 percent. Ms. Bargabos also changed the business model from dependency on the cyclical new home building market to a focus on the higher margin remodeling and roofing accessories markets.

Ms. Bargabos held multiple key roles throughout her career at Owens Corning. From 1977 to 1998 she worked at various divisions such as Engineering, Market/Product Management, District Sales, Plant Manager and General Manager.

She earned a BS in Chemistry from McGill University in 1977.

Mr. Jackson joined PGT in November 2005 as Vice President and Chief Financial Officer. The following year, he helped lead the Company's IPO, and was later named Executive Vice President. In 2014, Mr. Jackson was appointed President and Chief Operating Officer with responsibilities of overseeing the Company’s strategic plan, as well as all aspects of operations. Prior to joining PGT, he served in various Executive Management roles, including Division Chief Financial Officer, Vice President Corporate Controller, and Senior Vice President of Operations.

He earned a B.B.A. from the University of West Georgia and is a Certified Public Accountant in both Georgia and California.

ABOUT PGT INCORPORATED:

PGT INC. (NASDAQ: PGTI), headquartered in North Venice, Florida, creates products and services which focus on protecting and enhancing the beauty and functionality of homes and businesses. The Company’s trusted brands include PGT Windows & Doors and CGI Windows & Doors. PGT Industries holds a solid market leadership position within its segment and is part of the S&P SmallCap 400 Index. For additional information, visit ir.pgtindustries.com.