UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 7.01 | Regulation FD Disclosure. |
On October 27, 2022, Ferguson plc (the “Company”) published its fiscal year 2022 Notice of Annual General Meeting and Governance Disclosures (the “Notice”) in connection with the Company’s Annual General Meeting of shareholders to be held on November 30, 2022. A copy of the Notice is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The Company will distribute the Notice, the Company’s fiscal year 2022 Annual Report (the “Annual Report”), and a form of proxy, a copy of which is furnished as Exhibit 99.2 hereto and is incorporated herein by reference, to shareholders of record as of October 7, 2022. Shareholders are encouraged to read the Notice, along with the Annual Report, which is available on the Company’s website.
On October 27, 2022, the Company issued a press release in connection with the publication of the Notice, the Annual Report and the Company’s fiscal year 2022 Environmental, Social and Governance Report. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
The information disclosed pursuant to this Item 7.01 (including Exhibits 99.1, 99.2 and 99.3) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in any such filing.
| Item 8.01 | Other Events. |
On each of October 10, 2022, October 11, 2022, October 18, 2022 and October 25, 2022, the Company released a weekly report in connection with the Company’s share repurchase program, which are filed as Exhibit 99.4 hereto.
On October 18, 2022 and October 21, 2022, the Company released notifications of transactions by persons discharging managerial responsibilities (“PDMRs”), which are filed as Exhibit 99.5 and Exhibit 99.6, respectively, hereto.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | 2022 Notice of Annual General Meeting and Governance Disclosures | |
| 99.2 | Form of Proxy | |
| 99.3 | Press Release dated October 27, 2022 | |
| 99.4 | Transaction in Own Shares announcements in the period to October 25, 2022 | |
| 99.5 | Notification dated October 18, 2022 titled “Director/PDMR Shareholding” | |
| 99.6 | Notification dated October 21, 2022 titled “Director/PDMR Shareholding” | |
| 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.
| Date: October 27, 2022 | Ferguson plc | |||||
| (Registrant) | ||||||
| By: | /s/ Graham Middlemiss | |||||
| Name: | Graham Middlemiss | |||||
| Title: | Company Secretary | |||||