8-K

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): December 13, 2022 (December 12, 2022)

Atkore Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37793	90-0631463
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16100 South Lathrop Avenue, Harvey, Illinois 60426

(Address of principal executive offices) (Zip Code)

(708) 339-1610

(Registrant's telephone number, including area code)

N/A
(Former name )

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	Name of each exchange on which registered
Common Stock, $.01 par value per share	ATKR	New York Stock Exchange

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 Officer; Compensatory Arrangements of Certain Officers.

On December 12, 2022, the Board of Directors (the “Board”) of Atkore Inc. (the “Company”) temporarily increased the number of directors of the Company from nine directors to ten directors and elected B. Joanne Edwards to fill the vacancy resulting from the newly-created directorship, in each case effective February 1, 2023. The size of the board will automatically return to nine directors upon the next retirement or resignation of any member of the Board.

Ms. Edwards will hold office for an initial term expiring at the Company’s annual meeting of stockholders to be held in 2024.

Ms. Edwards will receive the director compensation described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2022. The Company also expects to enter into an indemnification agreement with Ms. Edwards. The form of indemnification agreement is an exhibit on the Company’s Form 10-K filed with the SEC on November 18, 2022. There are no arrangements or understandings between Ms. Edwards and any other person pursuant to which Ms. Edwards was selected as a director. There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K other than the previously disclosed indemnification arrangements entered into by the Company and each of its directors.

The Company’s press release announcing Ms. Edwards’ election is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.*

Exhibit No.	Description of Exhibit
99.1	Press Release, dated December 13, 2022.
104	Inline XBRL for the cover page of this Current Report on Form 8-K
*	In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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.

ATKORE INC.

By: /s/ Daniel S. Kelly        

Daniel S. Kelly
Vice President, General Counsel and Secretary

Date: December 13, 2022

EX-99.1

Exhibit 99.1

Atkore Inc. Names Joanne (Barbara) Edwards as New Director

Tuesday, December 13, 2022: Atkore Inc. (the “Company”) (NYSE: ATKR), a leading provider of electrical, safety and infrastructure solutions, today announced that the Company’s Board of Directors (the “Board”) has appointed Ms. Joanne (Barbara) Edwards as a director, effective February 1, 2023.

The appointment is in preparation for the Company’s anticipated first director mandatory retirement scheduled to occur at the January 2024 annual meeting of stockholders. The Board recently approved the temporary expansion of the Board, effective February 1, 2023, and Ms. Edwards will fill this vacancy on that date. With the appointment of Ms. Edwards, Atkore’s Board will consist of ten members, nine of whom are independent.

“Joanne brings significant strategic, financial and operational experience from within the electrical industry,” remarked Mike Schrock, Chairman of the Board. “Her knowledge and insights into the segments currently served by the Company will be of tremendous value in supporting Atkore’s profit and growth strategies.”

About Joanne Edwards

Prior to her retirement in 2017, Ms. Edwards worked for ten years for Eaton Corporation Plc, (“Eaton”), where she served as Senior Vice President & General Manager, Residential & Wiring Device Business. During her tenure, Ms. Edwards achieved 10% residential products CAGR over five years through the electrical distribution and retail channels; successful acquisition and integration of the copper wiring device business; silver operating award for exceeding safety, quality, delivery, cost, and inventory goals; and the development of Internet of Things (IoT) partnership and new products. She also won Eaton’s highest award, the Eaton Business System, certifying the business globally. Prior to Eaton, she served in various capacities with increasingly responsible roles with global diversified manufacturing companies, including Schneider Electric and Square D Company. Over the last two decades, she has also served on various for-profit and non-profit boards, notably foundations and councils that aim to help the underserved and underprivileged segments of the population. Currently, she serves on the boards of Standex International Corporation and Amsted Industries. Ms. Edwards holds a BBA in Business Management from Kent State University.

About Atkore Inc.

Atkore is forging a future where our employees, customers, suppliers, shareholders and communities are building better together – a future focused on serving the customer and powering and protecting the world.

With a global network of manufacturing and distribution facilities worldwide, Atkore is a leading provider of electrical, safety and infrastructure solutions.

To learn more, please visit at www.atkore.com.

XML

Cover	Dec. 13, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 13, 2022
Entity Registrant Name	Atkore Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37793
Entity Tax Identification Number	90-0631463
Entity Address, Address Line One	16100 South Lathrop Avenue
Entity Address, City or Town	Harvey
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60426
City Area Code	708
Local Phone Number	339-1610
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	ATKR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001666138
Amendment Flag	false