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: February 6, 2019

 (date of earliest event reported)

____________________

SELECT INTERIOR CONCEPTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38632	47-4640296
(State or other jurisdiction of	(Commission file number)	(I.R.S. Employer
incorporation)		Identification Number)

4900 East Hunter Avenue
Anaheim, California 92807

(Address of principal executive offices)

(714) 701-4200

(Registrant’s telephone number, including area code)

(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):

☐	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 (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. ☐

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

On February 7, 2019, Select Interior Concepts, Inc. (the “Company”) announced the election of J. David Smith as a director and as Chairman of the Company’s Board of Directors (the “Board”), effective on February 6, 2019.  The Board has determined that Mr. Smith is "independent" under the Corporate Governance Requirements of the NASDAQ Stock Exchange.

Also on February 7, 2019, the Company announced that Christopher Zugaro, a director of the Company and the Chairman of the Board, resigned on February 6, 2019, effective immediately.  Mr. Zugaro’s resignation is not due to any disagreement with the Company.  Mr. Zugaro has served as a director since August 2014 and the Company is grateful for Mr. Zugaro’s leadership and commitment to the success of the Company during his tenure as a director.

A copy of the press release dated February 7, 2019, announcing the election of Mr. Smith and the resignation of Mr. Zugaro is attached hereto as Exhibit 99.1.

Item 8.01. Other Events.

The Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”) has been scheduled for May 15, 2019 at 10am Eastern Time.  The record date for the 2019 Annual Meeting will be March 25, 2019.

Because the 2019 Annual Meeting is our first annual meeting as a public company, pursuant to Rule 14a-8 under the Exchange Act, stockholders who wish to have a proposal considered for inclusion in our proxy materials for the 2019 Annual Meeting must ensure that such proposal is received by us no later than the close of business on March 8, 2019, which we believe is a reasonable time before we expect to begin to print and send our proxy materials to our stockholders. Any such proposals must be received at our principal executive offices by such deadline, addressed to our Secretary at 400 Galleria Parkway, Suite 1760, Atlanta, GA 30339, and must otherwise comply with all other requirements of Rule 14a-8 under the Exchange Act. Nothing in this paragraph shall be deemed to require us to include in our proxy materials for such meeting any stockholder proposal which does not meet the requirements of the Securities and Exchange Commission in effect at the time.

In addition, for director nominations or other business to be brought before the 2019 Annual Meeting by a stockholder, written notice must be received at our principal executive offices no later than the close of business on March 8, 2019, addressed to our Secretary at Select Interior Concepts, Inc., 400 Galleria Parkway, Suite 1760, Atlanta, GA 30339. Any such notice must comply with and contain all of the information required by our amended and restated bylaws.

Item 9.01  Financial Statement and Exhibits

(d)

Exhibit	Description
99.1	News release announcing the election of J. David Smith and the resignation of Christopher Zugaro

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.

SELECT INTERIOR CONCEPTS, INC.

February 7, 2019	By:	/s/ Tyrone Johnson
		Name: Tyrone Johnson
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

SELECT INTERIOR CONCEPTS ANNOUNCES APPOINTMENT OF J. DAVID SMITH AS CHAIRMAN OF ITS BOARD  

ATLANTA, Georgia--(BUSINESS WIRE)--February 7, 2019-- Select Interior Concepts, Inc. (Select Interior Concepts or the company) (NASDAQ: SIC), a diversified building products and services company focused on home interior products, today announced the appointment of J. David Smith as Chairman of its Board of Directors, replacing Christopher Zugaro, who is resigning his roles as Chairman and as Director to focus on his other business interests.

Mr. Smith has extensive operating and management experience in private and public international metals and building products companies, as well as extensive experience on the boards of directors of numerous public and private companies. Mr. Smith has served as the Chairman of the Board of directors at Siamons International, Inc. since 2008, and as a member of the boards of directors of Commercial Metals Company since 2004, GMS, Inc. since 2014, and both Henry Company and BlueLinx Holdings Inc. since 2017. Mr. Smith served as President of Alumax Fabricated Products, Inc. and as an officer of Alumax, Inc. from 1989 to 1996. Mr. Smith held the positions of Chief Executive Officer and President of Euramax International, Inc. beginning in 1996 and also served as the Chairman of its board of directors from 2002 until his retirement in 2008. Mr. Smith served as a director of Nortek, Inc., from February 2010 to August 2016, and was appointed to serve as the Chairman of the Nortek's board of directors in April 2012. Mr. Smith also served as member of the board of directors of DiversiTech, Inc. until 2015 and both Houghton International Inc. and Air Distribution Technologies, Inc. until 2014. Mr. Smith received a B.A. from Gettysburg College.

“David’s experience is an ideal complement to the diverse expertise of our board and we are enthusiastic about the enhanced business potential derived from his uniquely relevant skills and network,” said Tyrone Johnson, Select Interior Concepts’s CEO.

Mr. Zugaro has served on the Board of Directors since August 2014 and as Chairman of the Board since November 2017.

"We would like to thank Chris for his invaluable leadership during his tenure on our Board of Directors," said Johnson. "He was instrumental in the growth and success of Select Interior Concepts. We wish him well as he returns his focus to his private equity responsibilities at Trive Capital.”

Select Interior Concepts also announced today that it is relocating its corporate headquarters to Atlanta, Georgia from Anaheim, California in February, 2019.  The company’s new headquarters location will be within the Galleria office complex.  The new location will serve as the primary location for the executive team and corporate staff.  Commenting on the move, Johnson said “Atlanta’s relatively low cost of living, direct flight options, and highly skilled workforce, makes it an ideal headquarters location as we continue to grow the business.”

About Select Interior Concepts

Select Interior Concepts is a diversified building products and services company focused on interior products. It has two operating subsidiaries and segments doing business as Residential Design Services and Architectural Surfaces Group, with an overall focus of offering a broad range of design-oriented products including flooring, countertops, cabinets, and other highly desirable and customizable high-end interior products. For more information, visit: http://www.selectinteriorconcepts.com.

Forward-Looking Statements

This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and assumptions. Forward-looking statements are based on historical information available at the time the statements are made and are based on management’s reasonable belief or expectations with respect to future events. Forward-looking statements are subject to risks, uncertainties, and other factors that may cause the Company’s actual results, level of activity, performance, or achievement or benefits to be materially different from the results or plans expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors may include those discussed and described in the Company’s final prospectus filed pursuant to Rule 424(b)(3) under the Securities Act, as amended, filed with the U.S. Securities and Exchange Commission on August 16, 2018 (Registration No. 333-226101) under the captions “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and in the other reports filed subsequently by the Company with the SEC. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law.

Media Inquiries

Janelle Joseph

(646) 818-1115

Pro-select@prosek.com

Investor Relations:

Rodny Nacier

(470) 548-7370

IR@selectinteriorconcepts.com