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):

February 8, 2012

ENCORE WIRE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-20278	75-2274963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1329 Millwood Road McKinney, Texas	75069
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 562-9473

(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))

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

On February 8, 2012, the Board of Directors (the “Board”) of Encore Wire Corporation, a Delaware corporation (the “Company”), increased the number of directors constituting the Board from six to seven directors and appointed Gregory J. Fisher to the Board. In addition, the Board appointed Mr. Fisher to the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Stock Option Plan Committee.

There is no arrangement or understanding between Mr. Fisher and any other persons pursuant to which he was selected as a director, and there are no transactions to which the Company or its subsidiary is a party and in which Mr. Fisher has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Fisher’s appointment to the Board, Mr. Fisher will enter into an Indemnification Agreement with the Company in the form approved by the Board on May 5, 2009. Under the Indemnification Agreement, to induce Mr. Fisher to provide services to the Company, the Company will agree to indemnify Mr. Fisher if he becomes involved in any threatened, pending, or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that he in good faith believes might lead to the foregoing actions, of any nature, as a result of his service to the Company, against any and all expenses (including attorneys’ fees) and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, or to be a witness in or to participate in connection with such action (“Expenses”). Additionally, the Company will agree to advance any and all Expenses actually incurred by Mr. Fisher within ten days after the Company receives evidence of the incurrence of such Expenses. The description of the Indemnification Agreement as set forth herein does not purport to be complete and is qualified in its entirety by reference to the form of the Indemnification Agreement which is filed as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and incorporated by reference herein.

As a non-employee member of the Board, Mr. Fisher will be paid a fee of $5,000 per quarter. In addition, the Company will reimburse Mr. Fisher for reasonable travel, lodging and related expenses incurred in attending Board and committee meetings.

Item 7.01 Regulation FD Disclosure

On February 13, 2012, the Company issued a press release announcing the appointment of Mr. Fisher to the Board (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Limitation on Incorporation by Reference:

In accordance with general instruction B.2 of Form 8-K, the information in this Item 7.01, including the Press Release, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1         February 13, 2012 Press Release by Encore Wire Corporation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENCORE WIRE CORPORATION
Date: February 14, 2012		By:	/s/ FRANK J. BILBAN
			Frank J. Bilban, Vice President – Finance, Chief Financial Officer, Treasurer and Secretary

INDEX TO EXHIBITS

Item	Exhibit
99.1	February 13, 2012 Press Release by Encore Wire Corporation.

EX-99.1

EXHIBIT 99.1

Encore Wire Corporation	PRESS RELEASE		February 13, 2012
1329 Millwood Road
McKinney, Texas 75069		Contact:	Frank J. Bilban
972-562-9473			Vice President & CFO
	For Immediate Release

ENCORE WIRE ANNOUNCES NEW BOARD MEMBER

MCKINNEY, TX - Encore Wire Corporation (NASDAQ Global Select: WIRE) announced today that the Company’s Board of Directors unanimously voted to increase the number of directors serving on the Company’s Board of Directors to seven members and to appoint Mr. Gregory J. Fisher as a new member to fill the vacancy resulting from such increase. In addition, the Board appointed Mr. Fisher to the Company’s Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee and Stock Option Plan Committee.

Commenting on the announcement, Daniel L. Jones, President and Chief Executive Officer of Encore Wire Corporation, said, “We are pleased to announce the appointment of Mr. Gregory “Greg” Fisher to our Board. Greg possesses a very strong business background including building materials industry experience that will serve our stockholders’ interests well. Greg worked at ElkCorp, a Dallas, Texas based manufacturer of premium residential roofing products for over twenty years, where he served as Senior Vice President, Chief Financial Officer and Controller until 2007 at which point the Company was acquired. ElkCorp was similar to Encore Wire in several other respects. ElkCorp was publicly traded, had approximately $900 million in 2006 revenues and was known as a low cost, high quality manufacturer. ElkCorp was conservatively managed and maintained a strong balance sheet with low debt.

After the sale of ElkCorp was completed, Greg was asked to serve as Vice President and Chief Financial Officer of Taylor Companies, a Dallas based oil field transportation firm. Greg restructured the Accounting Department and obtained favorable refinancing for Taylor, enabling the sale of the Company in 2010. Greg retired at that point and lives in the Dallas area. He serves as a Trustee of the Knights of Columbus and is a member of their Investment Committee. He also serves on the Advisory Board of The Catholic Foundation of Dallas. Greg is a Certified Management Accountant (CMA).

We look forward to Mr. Fisher joining our Board. We believe his financial and building materials background will serve our stockholders’ interests well. He has been appointed to the Board pursuant to our bylaws and will be eligible to stand for re-election at our annual meeting in May.”

Encore Wire Corporation is a leading manufacturer of a broad range of copper electrical building wire for interior wiring in commercial and industrial buildings, homes, apartments, and manufactured housing. The Company is focused on maintaining a high level of customer service with low-cost production and the addition of new products that complement its current product line. The matters discussed in this news release, other than the historical financial information, including statements about the copper pricing environment, profitability and shareholder value, may include forward-looking statements that involve risks and uncertainties, including fluctuations in the price of copper and other raw materials, the impact of competitive pricing and other risks detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission. Actual results may vary materially from those anticipated.

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