UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendment to Certificate of Incorporation. |
Eagle Materials Inc. (the “Company”) held its Annual Meeting of Stockholders on August 1, 2024. At the Annual Meeting, the Company’s stockholders approved an amendment of our Restated Certificate of Incorporation to provide for the exculpation of officers of the Company to the fullest extent permitted under Delaware law. On August 1, 2024, the Company filed a certificate of amendment (“Certificate of Amendment”) to the Restated Certificate of Incorporation with the Secretary of State of Delaware reflecting this amendment.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, Rick Beckwitt, Mauro Gregorio and Michael R. Haack were elected to the Board of Directors by the holders of the Company’s Common Stock, par value $0.01 per share, to serve until the 2027 Annual Meeting of Stockholders. The Company’s stockholders also (i) approved an advisory resolution regarding the compensation of the Company’s named executive officers; (ii) approved the amendment to the Company’s Restated Certificate of Incorporation described in Item 5.03 above; and (iii) approved the expected appointment by the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending March 31, 2025.
Voting results for the director nominees and the other proposals are summarized below:
Election of Class III Directors
| Number of Shares of Common Stock | ||||||||||||||||
Director Nominee |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
Rick Beckwitt |
25,304,533 | 5,161,701 | 40,681 | 1,225,942 | ||||||||||||
Mauro Gregorio |
29,820,787 | 672,147 | 13,981 | 1,225,942 | ||||||||||||
Michael R. Haack |
30,112,318 | 370,905 | 23,692 | 1,225,942 | ||||||||||||
Approval of an advisory resolution regarding the compensation of the Company’s named executive officers
Number of Shares of Common Stock | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
| 29,810,934 | 663,261 | 32,720 | 1,225,942 | |||
Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Reflect Delaware Law Provisions Regarding Exculpation of Officers
Number of Shares of Common Stock | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
| 25,458,931 | 5,019,604 | 28,380 | 1,225,942 | |||
Approval of Ernst & Young LLP as the Independent Auditors
Number of Shares of Common Stock | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,121,954 | 586,135 | 24,768 | 0 | |||
| Item 9.01. | Financial Statements and Exhibits |
Exhibit |
Description | |
| 3.1 | Certificate of Amendment of Restated Certificate of Incorporation of Eagle Materials Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| EAGLE MATERIALS INC. | ||
| By: | /s/ Matt Newby Matt Newby Executive Vice President, General Counsel and Secretary | |
Date: August 7, 2024