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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)
May 16, 2024
PATRICK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Indiana000-0392235-1057796
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)

107 W. Franklin St.
Elkhart,Indiana46516(574)294-7511
(Address of Principal Executive Offices)(Zip Code)Registrant's Telephone Number, including area code
(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 classTrading SymbolName of each exchange on which registered
 Common Stock, no par value PATKNASDAQ

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 May 16, 2024, following the Annual Meeting of Shareholders of Patrick Industries, Inc. (the “Company”), the Board of Directors (the “Board”) appointed Andy L. Nemeth, the Company’s Chief Executive Officer and a director of the Board, to the role of Chairman. Todd M. Cleveland had previously served as the Company’s Chairman of the Board since May 2018 and will continue to serve as a director. In addition, the Board appointed John A. Forbes, a director of the Board since August 2011, as the Company’s lead independent director, a position previously held by M. Scott Welch who will continue to serve as a director of the Board.

Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 16, 2024. The total shares outstanding on the record date, March 22, 2024, were 22,401,350. The total shares voted at the meeting in person or by proxy were 20,918,226 which represented 93.38% of the total outstanding eligible votes. Each of the director nominees were elected and each of the proposals voted upon at the annual meeting were adopted by the requisite shareholder vote. The results of the matters voted upon at the Annual Meeting of Shareholders are as follows:
Proposal 1 - Election of nine directors to the Board of Directors to serve until the 2025 Annual Meeting.
DirectorsForWithheldBroker Non-Votes
Joseph M. Cerulli16,329,855 3,592,334 996,037 
Todd M. Cleveland19,199,910 722,279 996,037 
John A. Forbes18,362,981 1,559,208 996,037 
Michael A. Kitson18,376,171 1,546,018 996,037 
Pamela R. Klyn18,597,538 1,324,651 996,037 
Derrick B. Mayes18,555,346 1,366,843 996,037 
Andy L. Nemeth19,680,635 241,554 996,037 
Denis G. Suggs18,503,036 1,419,153 996,037 
M. Scott Welch18,549,886 1,372,303 996,037 
Proposal 2 - Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024. There were no broker non-votes.
ForAgainstAbstain
20,688,537 142,488 87,201 

Proposal 3 - To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers for fiscal year 2023.
ForAgainstAbstainBroker Non-Votes
18,846,809 1,045,743 29,637 996,037 
Item 8.01    Other Events
On May 16, 2024, the Board of Directors of Patrick Industries, Inc. declared a quarterly cash dividend of $0.55 per share of common stock, which will be payable on June 17, 2024, to shareholders of record at the close of business on June 3, 2024.
(a) Press Release - Dated May 20, 2024 as contained in Exhibit 99.1


Item 9.01     Financial Statements and Exhibits
(d)    Exhibits
Exhibit 99.1 - Press Release issued May 20, 2024

            
Exhibit 104 - Cover Page Interactive Date 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.

PATRICK INDUSTRIES, INC.
(Registrant)


Date: May 20, 2024
  By:
/s/ Andrew C. Roeder
Andrew C. Roeder
Executive Vice President - Finance, Chief Financial Officer, and Treasurer



imagea.jpg
News Release
Patrick Industries, Inc. Declares Quarterly Cash Dividend
ELKHART, IN, May 20, 2024 — Patrick Industries, Inc. (NASDAQ: PATK) today announced that on May 16, 2024, its Board of Directors (the "Board") declared a quarterly cash dividend on its common stock of $0.55 per share. The dividend is payable on June 17, 2024 to shareholders of record at the close of business on June 3, 2024.
About Patrick Industries, Inc.
Patrick (NASDAQ: PATK) is a leading component solutions provider serving the RV, Marine, Powersports and Housing markets. Since 1959, Patrick has empowered manufacturers and outdoor enthusiasts to achieve next-level recreation experiences. Our customer-focused approach brings together design, manufacturing, distribution, and transportation in a full solutions model that defines us as a trusted partner. Patrick is home to more than 85 leading brands, all united by a commitment to quality, customer service, and innovation. Headquartered in Elkhart, IN, Patrick employs approximately 10,000 skilled team members throughout the United States. For more information on Patrick, our brands, and products, please visit www.patrickind.com.
Forward-Looking Statements
This press release contains certain statements related to future results, our intentions, beliefs and expectations or predictions for the future, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any projections of financial performance or statements concerning expectations as to future developments should not be construed in any manner as a guarantee that such results or developments will, in fact, occur. There can be no assurance that any forward-looking statement will be realized or that actual results will not be significantly different from that set forth in such forward-looking statement. Information about certain risks that could affect our business and cause actual results to differ from those expressed or implied in the forward-looking statements are contained in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in the Company's Forms 10-Q for subsequent quarterly periods, which are filed with the Securities and Exchange Commission (“SEC”) and are available on the SEC’s website at www.sec.gov. In addition, future dividends are subject to Board approval. Each forward-looking statement speaks only as of the date of this press release, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date on which it is made.

Contact:
Steve O'Hara
Vice President of Investor Relations
oharas@patrickind.com
574.294.7511

v3.24.1.1.u2
Cover Document
May 16, 2024
Jan. 25, 2024
Document Entity Information [Abstract]    
Entity Central Index Key 0000076605  
Document Type 8-K  
Document Period End Date May 16, 2024  
Entity Registrant Name PATRICK INDUSTRIES, INC.  
Entity Incorporation, State or Country Code IN  
Entity File Number 000-03922  
Entity Tax Identification Number 35-1057796  
Entity Address, Address Line One 107 W. Franklin St.  
Entity Address, City or Town Elkhart,  
Entity Address, State or Province IN  
Entity Address, Postal Zip Code 46516  
City Area Code (574)  
Local Phone Number 294-7511  
Written Communications   false
Soliciting Material   false
Pre-commencement Tender Offer   false
Pre-commencement Issuer Tender Offer   false
Title of 12(b) Security Common Stock, no par value  
Trading Symbol PATK  
Security Exchange Name NASDAQ  
Entity Emerging Growth Company false  
Amendment Flag false  
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