8-K

MOHAWK INDUSTRIES INC (MHK)

8-K 2023-05-30 For: 2023-05-25
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Added on April 09, 2026

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 25, 2023

Commission File Number 01-13697

MOHAWK INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware 52-1604305
(State or Other Jurisdiction of<br>Incorporation) (I.R.S. Employer<br>Identification No.)
160 S. Industrial Blvd., Calhoun, Georgia 30701
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (706) 629-7721

(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 communication pursuant to Rule 425 under 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 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act CFR 240.17R 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:Title of Each ClassTrading SymbolName of Each Exchange on Which RegisteredCommon Stock, $.01 par valueMHKNew York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on May 25, 2023. Below are the final voting results of the items voted on at the Annual Meeting:

(1)Votes regarding the election of the following persons as directors for a three-year term beginning in 2023 were as follows:

Name Votes For Votes Against Votes Abstain Broker Non-votes
Karen A. Smith Bogart 43,983,216 10,201,675 287,245 1,821,938
Jeffrey S. Lorberbaum 52,395,602 2,009,831 66,703 1,821,938

(2)Votes regarding ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 were as follows:

Votes For Votes Against Votes Abstain Broker Non-Votes
54,488,853 1,792,138 13,083 0

(3)Votes regarding the non-binding, advisory vote with respect to the compensation of the Company’s Named Executive Officers were as follows:

Votes For Votes Against Votes Abstain Broker Non-Votes
51,832,695 2,604,305 35,136 1,821,938

(4)Votes regarding the non-binding, advisory vote with respect to the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers were as follows:

Every Year 2 Years 3 Years Votes Abstain Broker Non-Votes
42,348,222 10,371,686 1,743,759 8,469 1,821,938

In accordance with the results of this vote, the Company will continue to provide an advisory vote on executive compensation on an annual basis, until the next required vote on the frequency of stockholder votes on the compensation of executives.

(5)Votes regarding a stockholder proposal with respect to a racial equity audit were as follows:

Votes For Votes Against Votes Abstain Broker Non-Votes
10,975,300 42,084,224 1,412,612 1,821,938

Based on the votes set forth above, the stockholder proposal with respect to a racial equity audit was not approved by stockholders.

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.

Mohawk Industries, Inc.
Date: May 30, 2023 By: /s/ R. David Patton
R. David Patton
Vice President-Business Strategy, General Counsel and Secretary