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)

September 3, 2019

ENCORE WIRE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-20278	75-2274963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1329 Millwood Road McKinney, Texas		75069
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 562-9473

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 (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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	WIRE	The NASDAQ Global Select Market

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.

Frank J. Bilban, Vice President – Finance, Chief Financial Officer, Treasurer and Secretary of Encore Wire Corporation, a Delaware corporation (the “Company”) has notified the Company of his planned retirement, expected to occur in May of 2020. Mr. Bilban will continue to serve as Chief Financial Officer, Treasurer and Secretary until December 31, 2019, following which time Bret J. Eckert will succeed Mr. Bilban in such officer positions effective January 1, 2020. In order to ensure an effective transition of duties from Mr. Bilban to Mr. Eckert, Mr. Eckert has been appointed to serve as a Vice President – Finance of the Company, effective September 3, 2019, while Mr. Bilban also continues to serve as a Vice President – Finance of the Company until his retirement. 

Mr. Eckert, age 52, has extensive experience managing financial operations in several firms. Most recently, Bret served as Executive Managing Director for the Houston office of Riveron Consulting LLC, a business advisory firm, from June 2018 to August 2019. Previously, he was Senior Vice President and CFO of Atmos Energy Corporation, a natural-gas-only distributor, in Dallas for approximately five years. He spent the first twenty-two years of his career with Ernst & Young LLP, where he was a partner for ten years. Bret had numerous manufacturing clients including Encore Wire, whom he audited for five years as a Manager and later for five years as a Partner. The Encore team and Bret know each other well.

Mr. Eckert will receive a base salary of $400,000 per year. In connection with his employment, he will receive a $100,000 signing bonus and will be eligible to receive cash incentive bonus payments as determined by the Compensation Committee of the Company based on various factors, including Company performance and individual performance. Mr. Eckert will be eligible for equity compensation awards in accordance with the Company’s 2010 Stock Option Plan (as amended and restated effective February 20, 2017). In connection with Mr. Eckert’s employment, he will be granted 20,000 shares of restricted stock of the Company.

In connection with the appointment of Mr. Eckert as Vice President – Finance he will enter into an indemnity agreement with the Company, in the form of Exhibit 10.11 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2009 (the “Indemnity Agreement”), which provides indemnification for such executive officer to the fullest extent permitted by law against all expenses liabilities, losses, judgments, fines, excise taxes, penalties and settlement amounts paid or incurred by such executive officer in any action or proceeding as the Company’s executive officer. In addition, the Indemnity Agreement provides for advancement of expenses actually incurred within ten days following receipt of a statement requesting such advancement.

The foregoing description of the terms of the Indemnity Agreement is qualified in its entirety by the Indemnity Agreement, which is filed as Exhibit 10.11 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2009 and is incorporated herein by reference.

Item 7.01(d). Regulation FD Disclosure.

On September 3, 2019, the Company issued a press release announcing the planned retirement of Frank J. Bilban as Vice President – Finance, Chief Financial Officer, Treasurer and Secretary of the Company and the appointment of his successor. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, neither the information under this Item 7.01 nor the press release attached as Exhibit 99.1 shall be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01(d). Exhibits.

Exhibit Number		Description
	99.1	Press Release dated September 3, 2019
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENCORE WIRE CORPORATION
Date: September 9, 2019		By:	/s/ FRANK J. BILBAN
		Frank J. Bilban, Vice President – Finance, Chief Financial Officer, Treasurer and Secretary

EX-99.1

Exhibit 99.1

	PRESS RELEASE	Contact:	Frank J. Bilban
972-562-9473	September 3, 2019		Vice President & CFO

ENCORE WIRE ANNOUNCES CHIEF FINANCIAL OFFICER TO RETIRE

MCKINNEY, TX - Encore Wire Corporation (NASDAQ Global Select: WIRE) announced today that the Company’s Vice President and Chief Financial Officer, Mr. Frank J. Bilban, will retire in May of 2020. His successor, Mr. Bret J. Eckert was hired following an intensive search process.

Daniel L. Jones, Chairman, President and Chief Executive Officer of Encore Wire Corporation, said, “Frank Bilban has been a vital member of our executive team and has served the Company with distinction, making an immense contribution to the growth and success of the Company. By the time he retires, he will have been our CFO for twenty years. He deserves more time to spend with his family and relaxing playing golf, hunting and travelling. All of us at Encore Wire wish Frank a long happy retirement. Although we hate to lose Frank, we are delighted to have Bret Eckert replace Frank as Vice President-Finance, Treasurer, Secretary and Chief Financial Officer.

Bret, age 52, has extensive experience managing financial operations in several firms. Most recently, Bret served as Executive Managing Director for the Houston office of Riveron Consulting LLC, a business advisory firm, from June 2018 to August 2019. Previously he was Senior Vice President and CFO of Atmos Energy Corporation in Dallas for approximately five years. He spent the first twenty-two years of his career with Ernst & Young LLP where he was a partner for ten years. Bret had numerous manufacturing clients including Encore Wire, whom he audited for five years as a Manager and later for five years as a Partner. The Encore team and Bret know each other well.

Effective today, Bret has been appointed as a Vice President-Finance of Encore Wire Corporation. Frank Bilban will remain a Vice President-Finance and our Chief Financial Officer, Treasurer and Secretary through December 31, 2019 while transitioning to Bret. Bret will take over as Chief Financial Officer, Treasurer and Secretary on January 1, 2020. Frank will stay on as a Vice President-Finance until the Annual Meeting of Shareholders in May to assist Bret as needed. They will also be able to travel together to our three Investor Conferences in the next eight months to introduce Bret to our shareholder base.”

Encore Wire Corporation is a leading manufacturer of a broad range of electrical building wire for interior wiring in commercial and industrial buildings, homes, apartments, and manufactured housing. The Company is focused on maintaining a high level of customer service with low-cost production and the addition of new products that complement its current product line.

The matters discussed in this news release, other than the historical financial information, including statements about the copper pricing environment, profitability and stockholder value, may include forward-looking statements that involve risks and uncertainties, including payment of future dividends, future purchases of stock, fluctuations in the price of copper and other raw materials, the impact of competitive pricing and other risks detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission. Actual results may vary materially from those anticipated.

XML

Document and Entity Information	Sep. 03, 2019
Cover [Abstract]
Entity Registrant Name	ENCORE WIRE CORP
Amendment Flag	false
Entity Central Index Key	0000850460
Document Type	8-K
Document Period End Date	Sep. 03, 2019
Entity Incorporation State Country Code	DE
Entity File Number	000-20278
Entity Tax Identification Number	75-2274963
Entity Address, Address Line One	1329 Millwood Road
Entity Address, City or Town	McKinney
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75069
City Area Code	(972)
Local Phone Number	562-9473
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $.01 per share
Trading Symbol	WIRE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false