UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  DC 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):  April 2, 2018

 

 

UNIVERSAL FOREST PRODUCTS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Registrant's telephone number, including area code: (616) 364-6161

 

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)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 8.01.Other Events

 

As of April 2, 2018, the Board of Directors of Universal Forest Products, Inc. (the "Company") adopted an amendment (the "Amendment") to the Company's Long-Term Incentive Plan (the "Plan"), a copy of which is attached to this Report.  This Amendment decreases the number of shares of the Company's common stock that may be issued under the Plan to 2,000,000 shares after April 2, 2018 (the "Effective Date" of the Amendment).

 

As of March 31, 2018, there were 1,165,228 Plan shares subject to Awards of restricted shares of Company stock that remain subject to vesting, and there are no other outstanding Awards granted under the Plan.

 

Item 9.01.Financial Statements and Exhibits

 

 

 

SIGNATURE

 

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 thereunto duly authorized.

 

 

 

2018 AMENDMENT TO THE

UNIVERSAL FOREST PRODUCTS, INC.

LONG-TERM INCENTIVE PLAN

 

 

AMENDMENT TO THE UNIVERSAL FOREST PRODUCTS, INC. LONG-TERM INCENTIVE PLAN as adopted by the Board of Directors of Universal Forest Products, Inc. (the "Company") the 2nd day of April, 2018 (the "Effective Date"), with reference to the following:

 

RECITALS

 

A.The Universal Forest Products, Inc. Long-Term Incentive Plan (the "Plan") was approved by the Company's shareholders in 1997. 

 

B.Under Article 11 of the Plan, the Board of Directors (the "Board") has the authority, subject to certain conditions, to amend the Plan from time to time. 

 

C.The Board has elected to amend the Plan to decrease the number of shares of Common Stock that may be issued under the Plan subsequent to the Effective Date to two million (2,000,000) shares.

 

NOW, THEREFORE, the Plan is amended as follows: 

 

1.Article 4 of the Plan is hereby amended, in its entirety, to read as follows:

 

ARTICLE 4

COMMON STOCK SUBJECT TO THE PLAN

 

Subject to adjustment as provided in Section 13.1, the maximum aggregate number of shares of Common Stock which may be issued under this Plan, which may be either unauthorized and unissued Common Stock or issued Common Stock reacquired by the Company ("Plan Shares"), shall be:

 

(a)2,000,000 shares; plus

 

(b)Shares subject to Awards made under this Plan prior to April 1, 2018.

 

Determinations as to the number of Plan Shares that remain available for issuance under the Plan shall be made in accordance with such rules and procedures as the Committee shall determine from time to time.  If an Award expires unexercised or is forfeited, canceled, terminated, or settled in cash in lieu of Common Stock, the shares of Common Stock that were theretofore subject (or potentially subject) to such Award may again be made subject to an Award Agreement. 

 

2.In all other respects the Plan shall continue in full force and effect. 

 

CERTIFICATION

 

The foregoing Amendment to the Plan was adopted by the Board of Directors on April 2,

2018.

 

UNIVERSAL FOREST PRODUCTS, INC.

 

By:  /s/ David A. Tutas

 

Its:  Secretary