8-K
filed March 18, 2024, 7:59 PM ET
CIK 0001354327
M&A
confidence high
sentiment positive
materiality 0.95
PGT Innovations stockholders approve $42/share merger with MITER Brands; close expected late March 2024
PGT Innovations, Inc.
- Stockholders voted 44.67M for (99.75% of voted) to adopt merger with MITER Brands at $42.00/share cash.
- Certificate of incorporation amendment approved with 44.59M votes for to enable stockholder suit provision.
- Merger expected to close late March 2024; PGTI to become privately held and delist from NYSE.
- Financing backed by equity investment from Koch Equity Development LLC (affiliate of Koch Industries).
- Quorum of 76.95% of outstanding shares (44.88M of 58.33M) present at special meeting.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PGT Innovations, Inc.: Amended certificate of incorporation effective March 18, 2024, following stockholder approval at a special meeting in connection with a merger (effective 2024-03-18).
- Change
- charter amendment
- Effective
- 2024-03-18
Exact text from the filing
On March 18, 2024, following the adoption of the certificate of incorporation amendment proposal at the Special Meeting (as defined below), PGT Innovations, Inc., a Delaware corporation (“PGTI” or the “Company”), amended its certificate of incorporation by filing with the Secretary of State of the State of Delaware a certificate of amendment, a copy of which is attached hereto as Exhibit 3.1.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
PGT Innovations, Inc. shareholders approved To approve, on a non-binding, advisory basis, the compensation that will or may be paid or become payable by PGTI to its named executive officers that is based on or otherwise relates to the Merger at the 2024-03-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-03-18
Exact text from the filing
Proposal 2 – The Merger-Related Compensation Proposal : To approve, on a non-binding, advisory basis, the compensation that will or may be paid or become payable by PGTI to its named executive officers that is based on or otherwise relates to the Merger.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
PGT Innovations, Inc. shareholders approved To adopt the Merger Agreement at the 2024-03-18 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2024-03-18
Exact text from the filing
Proposal 1 – The Merger Agreement Proposal : To adopt the Merger Agreement.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
PGT Innovations, Inc. shareholders approved To approve an amendment to the Amended and Restated Certificate of Incorporation of PGTI, designating PGTI as agent of PGTI stockholders to pursue damages in the event that specific performance is not sought or granted as a remedy for MITER’s fraud or material and willful breach of the Merger Agreem at the 2024-03-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-03-18
Exact text from the filing
Proposal 3 – The Certificate of Incorporation Amendment Proposal : To approve an amendment to the Amended and Restated Certificate of Incorporation of PGTI, designating PGTI as agent of PGTI stockholders to pursue damages in the event that specific performance is not sought or granted as a remedy for MITER’s fraud or material and willful breach of the Merger Agreement.
View on SEC.gov
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