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 13, 2024

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))

Securities registered pursuant to Section 12(b) of the Act:		None
Title of each class	Trading Symbol(s)		Name of each exchange on which registered
N/A	N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ¨

If an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

At the Company’s Annual Meeting of Shareholders on June 13, 2024, the Company’s Board of Directors (as previously reported to the U. S. Securities and Exchange Commission) was re-elected in its entirety.

The shareholders also voted to approve the proposed amendment to the amended restated certificate of incorporation to clarify the circumstances under which employees of certain subsidiaries, referred to as divested subsidiaries, will no longer be permitted to hold shares of Company common stock (or voting trust interests representing such shares). Broker non-votes are not shown for either proposal 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 the amendment to the amended restated certificate of incorporation to clarify the circumstances under which employees of certain subsidiaries, referred to as divested subsidiaries, will no longer be permitted to hold shares of Company common stock (or voting trust interests representing such shares)	26,886,775	-0-	-0-

‎

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 13, 2024	By: /s/ Matthew W. Geekie
	Matthew W. Geekie
	Senior Vice President, Secretary &
	General Counsel