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): March 1828, 2024

____________________________

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)	(I.R.S. Employer Identification No.)
1070 Technology Dr. North Venice, Florida (Address of Principal Executive Offices)		34275 (Zip Code)

(941) 480-1600 (Registrant’s telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report)

Delaware	001-37971	20-0634715
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1070 Technology Drive, North Venice, FL (Address of Principal Executive Offices)		34275 (Zip Code)

(941) 480-1600

(Registrant’s telephone number, including area code)

N/A

(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 obligations 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:

		Trading	Name of exchange
Title of Each Class	Trading Symbol(s)	Name of exchange on which registered
Title of Each Class		Symbol(s)	on which registered
Common Stock, par value $0.01 per share	PGTI	The New York Stock Exchange
Common Stock, par value $0.01 per share		PGTI	The 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Introduction

On March 1828, 2024, ~~following~~pursuant ~~the~~to ~~adoption of~~ the ~~certificate~~Agreement ~~of incorporation~~and ~~amendment~~Plan ~~proposal~~of atMerger (the ~~Special~~“Merger ~~Meeting~~Agreement”), (dated as ~~defined~~of ~~below)~~January 16, 2024, among PGT Innovations, Inc., a Delaware corporation (“PGTI” or the “Company”), ~~amended~~MIWD ~~its~~Holding ~~certificate~~Company ofLLC, ~~incorporation~~a byDelaware ~~filing~~limited ~~with~~liability ~~the~~company ~~Secretary~~(“Parent”), and ofRMR ~~State~~MergeCo, ofInc., ~~the~~a ~~State~~Delaware ofcorporation ~~Delaware~~and aan ~~certificate~~ indirect wholly owned subsidiary of ~~amendment~~Parent (“Merger Sub”), aMerger ~~copy~~Sub merged ofwith ~~which~~and isinto ~~attached~~the ~~hereto~~Company (the “Merger”), with the Company surviving the Merger as ~~Exhibit~~a 3wholly owned subsidiary of Parent.1.

~~Item~~Subject ~~5.07~~to ~~Submission~~the terms and conditions set forth in the Merger Agreement, at the effective time of ~~Matters~~the toMerger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share (each, a ~~Vote~~“Company Common Share”), issued and outstanding immediately prior to the Effective Time (other than Company Common Shares that were held by the Company as treasury stock or held by Parent, Merger Sub or any other subsidiary of ~~Security~~Parent ~~Holders~~or the Company ) was cancelled and retired and converted into the right to receive $42.00 in cash, without interest (the “Merger Consideration”).

OnEffective ~~March~~as ~~18,~~of ~~2024~~immediately prior to the Effective Time, ~~PGTI~~the ~~convened~~restrictions aon ~~special~~each ~~meeting~~restricted ofCompany ~~stockholders (the~~Common ~~“Special~~Share ~~Meeting”)~~that was subject to ~~consider~~vesting ~~and~~or ~~vote~~forfeiture ~~upon~~granted ~~certain~~under ~~proposals~~the ~~related~~Amended toand Restated ~~the~~PGT ~~Agreement~~Innovations Inc. 2019 Equity and ~~Plan~~Incentive ofCompensation ~~Merger~~Plan (the “~~Merger Agreement~~Company Stock Plan”), ~~dated~~and aseach ofsuch ~~January~~restricted Company ~~16,~~Common ~~2024~~Share, ~~among~~a ~~the~~ “Company, ~~MIWD~~Restricted ~~Holding~~Share”) ~~Company~~prior ~~LLC,~~to athe ~~Delaware~~date ~~limited~~of ~~liability~~the ~~company~~Merger ~~(“MITER”)~~Agreement and then outstanding lapsed, and ~~RMR~~each ~~MergeCo,~~such ~~Inc.,~~Company aRestricted ~~Delaware~~Share ~~corporation~~was cancelled and ~~indirect~~converted ~~wholly~~into ~~owned~~the ~~subsidiary~~right ofto ~~MITER~~receive (“the Merger ~~Sub”)~~Consideration, ~~providing~~without ~~for~~interest, ~~among~~subject ~~other~~to ~~things~~any withholding taxes required by applicable law to be withheld; provided that, if there were any performance conditions applicable to any Company Restricted Share, then the ~~merger~~restrictions ofon ~~Merger~~such ~~Sub~~performance-based Company Restricted Share lapsed with ~~and~~respect ~~into~~to ~~the~~a number of Company (Common Shares calculated pursuant to the ~~“Merger”),~~following assumptions and otherwise in accordance with the Company ~~surviving~~Stock ~~the~~Plan ~~Merger~~and asthe aapplicable ~~wholly-owned~~award ~~subsidiary~~agreement ofgoverning ~~MITER.~~such Asperformance-based Company Restricted Shares: (a) ~~result~~with ofrespect ~~the~~to ~~Merger~~any applicable EBITDA performance measure, ~~the~~based ~~Company~~on ~~will~~actual noperformance; ~~longer~~and be(b) ~~publicly~~with ~~held.~~respect ~~The~~to ~~Company’s~~any ~~common~~applicable relative shareholder return modifier, (i) based on actual ~~stock~~performance ~~will~~for beany ~~delisted~~performance ~~from~~period ~~the~~that ~~New~~was ~~York~~completed ~~Stock~~prior ~~Exchange~~to the Effective Time, and ~~deregistered~~(ii) ~~under~~assuming ~~the~~maximum ~~Securities~~performance ~~Exchange~~for ~~Act~~any ofperformance period ~~1934,~~that aswas ~~amended~~not completed prior to the Effective Time.

~~There~~Effective ~~were~~as ~~58,326,059~~of ~~shares~~immediately ofprior ~~common~~to ~~stock,~~the Effective ~~par~~Time, ~~value~~each ~~$0.01~~Company ~~per~~Restricted ~~share,~~Share ofgranted ~~PGTI~~after (the ~~“PGTI~~date ~~common~~of ~~stock”),~~the ~~issued~~Merger Agreement and then outstanding aswas ofconverted ~~February~~into 7,an ~~2024,~~award that entitles the ~~record~~holder ~~date for~~thereof ~~the~~upon ~~Special~~vesting ~~Meeting~~to ~~(the~~receive ~~“Record~~an ~~Date”).~~amount Atin cash equal to the ~~Special~~Merger ~~Meeting~~Consideration, plus any interest accrued on the ~~holders~~basis of 44the prime rate as published in The Wall Street Journal in effect at the Effective Time,~~882~~ compounded quarterly,~~997~~ calculated ~~shares~~on the basis of ~~PGTI~~actual ~~common~~days ~~stock~~elapsed ~~were~~(including ~~present~~the closing date of the Merger and each applicable vesting date) in respect of each such Company Restricted Share; provided that, in the event that the holder’s service was or ~~represented~~is terminated by ~~proxy,~~the ~~representing~~Company ~~approximately~~or ~~76.95%~~the surviving ofcorporation in the ~~total~~Merger ~~outstanding~~without ~~shares~~Cause ofor ~~PGTI~~by ~~common~~the ~~stock~~holder for Good Reason (each as defined in the Company Stock Plan) at the time of or within twenty-four (24) months following the ~~Record~~Effective ~~Date~~Time, ~~which~~any ~~constituted~~such aCompany ~~quorum~~Restricted Share that was or is unvested as of the date of such holder’s separation from service shall fully vest.

AtEach ~~the~~restricted ~~Special~~stock ~~Meeting,~~unit ~~the~~that ~~following~~was ~~proposals~~subject to ~~were~~vesting ~~voted~~conditions ~~upon~~based solely on continued employment or service granted under the Company Stock Plan (each, ofa ~~which~~“Company isRSU”) that ~~described~~was inoutstanding ~~greater~~immediately ~~detail~~prior into the ~~definitive~~Effective ~~proxy~~Time ~~statement~~was ~~filed~~cancelled byand ~~PGTI~~converted ~~with~~into the ~~Securities~~right ~~and Exchange~~to ~~Commission~~receive onan ~~February~~amount ~~14,~~equal ~~2024 (~~to the ~~“Proxy~~Merger ~~Statement”)):~~Consideration.

~~Proposal~~The 1foregoing –description ~~The~~of the Merger Agreement and ~~Proposal:~~the Totransactions ~~adopt~~contemplated thereby, including the Merger, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1, to this Current Report on Form 8-K and incorporated herein by reference.

~~Proposal~~Item 21.02. –Termination ~~The~~of ~~Merger-Related Compensation Proposal: To approve, on~~ a ~~non-binding,~~Material ~~advisory~~Definitive ~~basis, the compensation that will or may be paid or become payable by PGTI to its named executive officers that is based on or otherwise relates to the Merger~~Agreement.

~~Proposal 3 –~~ The ~~Certificate of~~Information ~~Incorporation~~set ~~Amendment~~forth ~~Proposal: To approve an amendment to the Amended and Restated Certificate of Incorporation of PGTI, designating PGTI as agent of PGTI stockholders to pursue damages~~ in ~~the~~Introduction ~~event that specific performance~~ is ~~not sought or granted as a remedy for MITER’s~~incorporated ~~fraud~~by orreference ~~material~~into ~~and~~this ~~willful~~Item ~~breach of the Merger Agreement~~1.02.

~~Each~~Concurrently ~~proposal~~with ~~was~~the ~~approved~~closing byof the ~~requisite~~Merger, the ~~vote~~Company (i) repaid all loans and discharged all obligations and terminated all credit commitments, security agreements and liens outstanding under the Credit Agreement, dated as of ~~PGTI’s~~February ~~stockholders.~~16, ~~Because~~2016 ~~Proposal~~and 1as ~~was~~amended ~~approved~~from time to time, aamong ~~vote~~the onCompany, the ~~adjournment~~lenders ~~proposal~~from ~~described~~time into time party thereto and Truist Bank as administrative agent and (ii) satisfied and discharged all of the ~~Proxy~~Company’s ~~Statement~~obligations under ~~was~~that ~~not~~certain ~~necessary.~~Indenture, Adated ~~summary~~as of September 24, 2021, among the ~~voting~~Company, ~~results~~the ~~for~~guarantors ~~each~~party ~~proposal~~thereto isand ~~set~~U.S. ~~forth~~Bank ~~below~~Trust Company, National Association, as trustee.

~~Proposal~~Item 12.01 –Completion ~~Merger~~of ~~Proposal~~Acquisition or Disposition of Assets.

Votes For		Votes Against		Abstentions
44,668,218		111,672		103,107

The information set forth in the Item 1.02 is incorporated by reference into this Item 2.01.

~~Proposal~~Item 23.01. –Notice ~~Merger~~of ~~Compensation Proposal~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Votes For		Votes Against		Abstentions
28,047,249		15,987,350		848,398

The information set forth in Item 1.02 and Item 2.01 is incorporated by reference into this Item 3.01.

~~Proposal~~In 3connection –with ~~The~~the ~~Certificate~~consummation of ~~Incorporation~~the Merger, ~~Amendment~~PGTI ~~Proposal~~requested that the New York Stock Exchange (“NYSE”) suspend trading of Company Common Shares on the NYSE and remove Company Common Shares from listing on the NYSE, in each case, prior to the opening of the market on March 28, 2024. PGTI also requested that the NYSE file a notification of removal from listing of Company Common Shares on Form 25 with the SEC.

Votes For		Votes Against		Abstentions
44,592,800		30,656		259,541

PGTI intends to file Form 15 with the SEC to terminate the registration of Company Common Shares under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend PGTI’s reporting obligations under Sections 13 and 15(d) of the Exchange Act ten days after the filing of such Form 25.

~~The~~Item ~~Merger~~3.03. isMaterial ~~expected~~Modification to ~~close~~Rights inof ~~late~~Security ~~March 2024~~Holders.

The information set forth in Item 81.02, Item 2.01, ~~Other~~Item ~~Events~~3.01, Item 5.01, Item 5.02 and Item 5.03 is incorporated by reference into this Item 3.03.

OnAt ~~March~~the ~~18,~~Effective ~~2024~~Time, ~~PGTI~~each holder ~~will~~of ~~issue~~Company aCommon ~~press~~Shares ~~release~~immediately ~~announcing~~prior to the ~~results~~ ofEffective ~~the~~Time ~~Special~~ceased ~~Meeting.~~to Ahave ~~copy~~any rights as a shareholder of PGTI other than the ~~press~~right ~~release~~to isreceive ~~filed~~the asMerger ~~Exhibit~~Consideration ~~99.1~~pursuant ~~hereto~~to the Merger Agreement.

Item 95.01. ~~Financial~~Changes ~~Statements~~in ~~and~~Control ~~Exhibits~~of Registrant.

~~(d)~~The ~~Exhibits~~information set forth in Item 1.02, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 is incorporated by reference into this Item 5.01.

Exhibit Number		Description
3.1		Second Certificate of Amendment of the Amended and Restated Certificate of Incorporation of PGT Innovations, Inc., dated March 18, 2024
99.1		Press Release, dated March 18, 2024.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

As a result of the Merger, a change in control of PGTI occurred, and PGTI is now a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s security holders in connection with the Merger was approximately $2,328 million. Parent obtained the funds necessary to fund the Merger through (i) a new term loan credit facility with a syndicate of lenders and Royal Bank of Canada, as administrative agent, (ii) the issuance of senior secured notes, (iii) an equity investment from an affiliate of Koch Equity Development LLC and (iv) cash on hand.

~~SIGNATURE~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Pursuant~~As toof the ~~requirements~~Effective Time, in accordance with the Merger Agreement, all of the ~~Securities~~directors ~~Exchange~~and ~~Act~~officers of ~~1934~~PGTI immediately prior to the Effective Time resigned as directors and officers, as applicable, of PGTI. The positions on committees of the Company’s Board of Directors held by such resigning directors are as set forth in the ~~Registrant~~Company’s ~~has~~Proxy ~~duly~~Statement ~~caused~~on ~~this~~Schedule ~~report~~14A tofiled bewith ~~signed~~the SEC on ~~its~~May ~~behalf~~1, by2023, under the ~~undersigned~~Section “Corporate ~~hereunto~~Governance—Board ~~duly~~Meetings ~~authorized~~and Committees”, which is incorporated herein by reference.

~~Date:~~In ~~March~~connection 18with the consummation of the Merger, ~~2024~~Matt DeSoto became the sole director, president and chief executive officer of the Company and Joe Person became the treasurer of the Company, in each case, effective as of the Effective Time.

~~PGT~~Item ~~INNOVATIONS, INC~~5.03. ~~By:~~Amendments ~~/s/~~to ~~Ryan~~Articles ~~Quinn~~of ~~Ryan~~Incorporation ~~Quinn~~or ~~General~~Bylaws; ~~Counsel~~Change ~~and~~in ~~Corporate~~Fiscal ~~Secretary~~Year.

The information set forth in Item 1.02, Item 2.01, Item 3.03, Item 5.01 and Item 5.02 is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended. In addition, the bylaws of Merger Sub in effect at the Effective Time became the bylaws of the Company (except that references to the name of Merger Sub were replaced by reference to the name of the Company). Copies of PGTI’s amended and restated certificate of incorporation and bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 8.01.

Other Events.

On March 28, 2024, PGTI and Parent issued a joint press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

Item 9.01.

Exhibits.

(d) Exhibits.


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of January 16, 2024, among PGT Innovations, Inc., MIWD Holding Company LLC and RMR MergeCo, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on PGT Innovations, Inc. 8-K (File No. 001-37971) filed on January 17, 2024, 2024)*

3.1		Amended and Restated Certificate of Incorporation of PGT Innovations, Inc., dated March 28, 2024.

3.2		Third Amended and Restated Bylaws of PGT Innovations, Inc., dated March 28, 2024.

99.1		Joint Press Release, dated March 28, 2024.

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

_______________

Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request.

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.


By:	/s/ Ryan Quinn
	Name:	Ryan Quinn
	Title:	General Counsel and Corporate Secretary

Date: March 28, 2024

[Signature Page to Closing 8-K]

Filing Compare · PGT Innovations, Inc.