---
schema_version: "secwatch.filing_event.v1"
accession: "0000950103-24-003948"
form_type: "8-K"
ticker: null
cik: "0001354327"
company_name: "PGT Innovations, Inc."
filed_at: "2024-03-18T23:59:59+00:00"
generated_at: "2026-06-04T14:45:18.328404+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# PGT Innovations stockholders approve $42/share merger with MITER Brands; close expected late March 2024

## Summary
- 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.

## SEC filing metadata
- accession: 0000950103-24-003948
- form_type: 8-K
- cik: 0001354327
- company_name: PGT Innovations, Inc.
- filed_at: 2024-03-18T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 5.03, 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1354327/000095010324003948/0000950103-24-003948-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1354327/000095010324003948/dp208466_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950103-24-003948
- JSON: https://secwatch.observer/filing/0000950103-24-003948.json
- Plain text: https://secwatch.observer/filing/0000950103-24-003948.txt

## Key facts
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324003948/0000950103-24-003948-index.htm
- Shareholder Votes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324003948/0000950103-24-003948-index.htm
- Shareholder Votes
  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
  source text: Proposal 1 – The Merger Agreement Proposal : To adopt the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324003948/0000950103-24-003948-index.htm
- Shareholder Votes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324003948/0000950103-24-003948-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.