8-K

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): August 3, 2017

Atkore International Group 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)

Registrant’s telephone number, including area code:

(708) 339-1610

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))

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.

On August 3, 2017, the Board of Directors (the “Board”) of Atkore International Group Inc. (the “Company”), having previously increased the Board size from 9 to up to 12 members, upon the recommendation of the Nominating and Governance Committee (the "Committee") of the Board, filled two of the vacancies created by such newly-created directorships by appointing two new directors of the Company. Wilbert W. James Jr. will serve as a Class II director and hold office until the Company’s 2018 annual meeting of stockholders and until Mr. James’s successor is duly elected and qualified or until Mr. James’s earlier death, incapacity, resignation or removal. Justin A. Kershaw will serve as a Class III director and hold office until the Company’s 2019 annual meeting of stockholders and until Mr. Kershaw’s successor is duly elected and qualified or until Mr. Kershaw’s death, incapacity, resignation or removal. The Board acted upon the recommendation of the Committee, after the Committee considered all of the relevant facts and circumstances and determined that both Mr. James and Mr. Kershaw are “independent” as defined under New York Stock Exchange listing standards.

Mr. James and Mr. Kershaw will receive the director compensation described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on January 19, 2017 (the “Proxy Statement”), with the cash component prorated. The Company also entered into indemnification agreements with Mr. James and Mr. Kershaw. The form of indemnification agreement is an exhibit on the Company’s registration statement on Form S-1/A filed with the SEC on May 5, 2016, and is described in the Proxy Statement.

There are no arrangements or understandings between Mr. James and Mr. Kershaw and any other person pursuant to which Mr. James and Mr. Kershaw were selected as directors.

Mr. James and Mr. Kershaw will be entitled to participate in the Company’s director compensation plan. Such director compensation plan is described in more detail under “Executive Compensation-Director Compensation” in the Proxy Statement.

The Company’s press release announcing Mr. James and Mr. Kershaw’s election is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release of Atkore International Group Inc., dated August 4, 2017.

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 hereunto duly authorized.

	ATKORE INTERNATIONAL GROUP INC.
Date: August 4, 2017	By:	/s/ Daniel S. Kelly
		Daniel S. Kelly
		Vice President, General Counsel and Secretary

Exhibit No.	Description of Exhibit
99.1	Press Release of Atkore International Group Inc., dated August 4, 2017.

EX-99.1

August 4, 2017

Atkore Names Wilbert W. James, Jr. and Justin A. Kershaw to Board of Directors

Harvey, Illinois, August 4, 2017 (BusinessWire) -- Atkore International Group Inc. (“Atkore”) (NYSE: ATKR), today announced the appointment of Wilbert "Wil" W. James, Jr. and Justin A. Kershaw to the company’s Board of Directors. Their appointment gives the company eleven directors, six of whom are independent.

"We are pleased to welcome Wil and Justin to our Board," said Philip Knisely, Chairman of Atkore. "Their expertise and demonstrated successes strengthen our Board's breadth of talent and background and enable Atkore to benefit from their valuable contributions."

John Williamson, President and CEO of Atkore noted, "Together, Wil and Justin bring a wealth of experience across operations, finance, and information technology disciplines. I look forward to their guidance and counsel as Atkore continues its focus on delivering greater value to our customers, employees and stockholders."

About Wilbert “Wil” James, Jr.

Mr. James is President of Toyota Motor Manufacturing, Kentucky, Inc., which is Toyota Motor Corporation’s largest vehicle manufacturing plant in the world by capacity. Mr. James began his career with Toyota in 1987, where he held various roles, including his current position, which he has held since June 2010. Mr. James serves on the Boards of Central Bank & Trust Co. and the Kentucky Chamber of Commerce. Mr. James also is a trustee of the National Urban League and a member of the Executive Leadership Council. Mr. James earned an Associate in Applied Science degree from Old Dominion in 1976, and a Bachelor of Science in Mechanical Engineering Technology from Old Dominion University in 1978, as well as an honorary doctorate of engineering from the University of Kentucky in 2013 and an honorary degree from the University of Pikeville in 2015.

About Justin Kershaw

Mr. Kershaw is Chief Information Officer and Corporate Vice President of Cargill, Inc., a leading provider of food, agricultural, financial and industrial products. Previously, he was Chief Information Officer and Senior Vice President at Eaton Corporation plc from 2006 to 2012. Mr. Kershaw worked at W.L. Gore and Associates, Inc. from 1996 to 2006, including serving as Chief Information Officer for nine years. Prior to W.L. Gore, he worked at General Electric Corporation for eight years, where he held various roles in software and system engineering. Mr. Kershaw earned a Bachelor of Arts in Economics from La Salle University in 1983.

About Atkore International Group Inc.

Atkore International Group Inc. is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions for the construction and industrial markets. The company manufactures a broad range of end-to-end integrated products and solutions that are critical to its customers’ business and employs approximately 3,100 people at 51 manufacturing and distribution facilities worldwide. The company is headquartered in Harvey, Illinois.

Contact: Lisa Winter

Vice President-Communications

Atkore International

708 225-2453