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):  June 9, 2020

GRAYBAR ELECTRIC COMPANY, INC.
(Exact Name of Registrant as specified in Charter)

New York
(State or other jurisdiction
of incorporation) 000-00255
(Commission File Number) 13-0794380
(I.R.S. Employer
Identification No.)

34 North Meramec Avenue
St. Louis, MO 63105
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (314) 573-9200

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))

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

At the Company’s Annual Meeting of Shareholders on June 9, 2020, the Company’s Board of Directors (as previously reported to the U. S. Securities and Exchange Commission) was re-elected in its entirety. In addition, the shareholders approved the amendment and restatement of the 2018 Three-Year Common Stock Purchase Plan.  

The following table sets forth the final number of votes for, against and abstaining on the proposal to approve the amendment and restatement of the 2018 Three-Year Common Stock Purchase Plan.  Broker non-votes are not shown because there is no public trading market for the Company’s Common Stock and no brokers hold shares for any underlying beneficial owners of such shares.

Proposal	For	Withheld	Abstain
Approval of amendment and restatement of the Three-Year Common Stock Plan	18,810,252	-0-	-0-

Item 7.01. Regulation FD Disclosure.

On June 9, 2020, the Corporation issued a press release announcing the retirement of Mr. R. C. Lyons, effective August 1, 2020 and the election of D. E. DeSousa as Senior Vice President and General Manager, also effective August 1, 2020.The full text of the press release is attached hereto as Exhibit 99 and is incorporated by reference into this Item 7.01.

The information in this Item 7.01 and Exhibit 99 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth in such filing.

Item 9.01        Financial Statements and Exhibits

(d)Exhibits

(99)Press release dated June 9, 2020

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.

	GRAYBAR ELECTRIC COMPANY, INC.
Date:June 9, 2020	By:         /s/ Matthew W. Geekie
	Matthew W. Geekie
	Senior Vice President, Secretary &
	General Counsel

EX-99

Exhibit 99

Media Contact: 

Tim Sommer

(314) 578-7672

timothy.sommer@graybar.com

Graybar Announces Leadership Changes

Bob Lyons to retire; Dennis DeSousa named to new role

ST. LOUIS, June 9, 2020 – Graybar, a leading distributor of electrical, communications and data networking products and provider of related supply chain management and logistics services, announced today that Regional Vice President, Robert C. Lyons will retire on August 1, 2020, after 41 years with the company.  Lyons is a member of the company’s Board of Directors, serving on several committees and as a Voting Trustee of the corporation.  Upon his retirement, he will step down from his committee responsibilities, as well as his role as a member of Graybar’s Board of Directors and as a Voting Trustee.

Graybar also announced the election of Dennis E. DeSousa to the position of Senior Vice President and General Manager, effective August 1, 2020. DeSousa currently serves as Regional Vice President for the company’s western region, a position he has held since 2017.  In his expanded role, he will have responsibility for all of Graybar’s districts, as well ascertain subsidiaries.

“On behalf of Graybar's employees, shareholders and Board of Directors, I thank Bob Lyons for his extraordinary contributions to the company. Bob is a remarkable leader who has earned the trust and respect of those around him, and we wish him all the best in his retirement," said Kathleen M. Mazzarella, Graybar's chairman, president and chief executive officer. "We also congratulate Dennis DeSousa on his new assignment. Dennis is a highly effective leader who will play a vital role in moving our business forward for the future.”

Graybar, a Fortune 500 corporation and one of the largest employee-owned companies in North America, is a leader in the distribution of high quality electrical, communications and data networking products, and specializes in related supply chain management and logistics services. Through its network of 288 North American distribution facilities, it stocks and sells products from thousands of manufacturers, helping its customers power, network and secure their facilities with speed, intelligence and efficiency. For more information, visit www.graybar.com or call 1-800-GRAYBAR.

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