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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): August 2, 2023

 

 

PGT Innovations, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware 001-37971 20-0634715

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

     

1070 Technology Drive,

North Venice, FL

  34275
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (941) 480-1600

 

Not Applicable

(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:

 

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:

 

Title of each class  

Trading

Symbol(s)

  Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share   PGTI   New York Stock Exchange, Inc.

 

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

 

On August 2, 2023, the board of directors (the “Board”) of PGT Innovations, Inc. (the “Company”)approved changes to the compensation for the Company’s Interim Chief Financial Officer, Mr. Craig Henderson, as follows: effective August 7, 2023, his (i) base salary was increased to $336,000, (ii) target cash incentive under the Company’s annual incentive plan was increased to 60% of base salary, (iii) target long-term incentive was increased to 60% of base salary.

 

On August 7, 2023, the Company and Mr. Henderson entered into an employment agreement (the “Employment Agreement”), which reflects the above changes in his compensation and is substantially in the same form as the employment agreements entered into with the Company’s other executive officers. For a more detailed description of the material terms of the employment agreements, please see “Executive Compensation – Compensation Discussion and Analysis – Employment Agreements” in the Company’s proxy statement on Schedule 14A that was filed with the United States Securities and Exchange Commission (“SEC”) on April 28, 2023.

 

The foregoing description of the Employment Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

     

Exhibit

No.

  Description
     
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.

 

             
        PGT INNOVATIONS, INC.
       
Date: August 8, 2023       By:  

/s/ Ryan S. Quinn 

        Name:   Ryan S. Quinn
        Title:   General Counsel and Corporate Secretary