Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 24, 2023
(Exact name of registrant as specified in charter)
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
5420 Lyndon B. Johnson Freeway, Suite 500
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214884-3777
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 Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCSWINasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined by 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.

On August 24, 2023, CSW Industrials, Inc., a Delaware corporation (the “Company”), held its 2023 Annual Meeting of Shareholders (the “Meeting”). The number of shares present at the Meeting was 14,376,276, representing 92.48% of the 15,544,050 shares issued and outstanding that were entitled to vote on July 6, 2023, the record date for the Meeting.

Three items of business were submitted to shareholders at the Meeting. The voting results for each proposal are set forth below. Percentages shown are calculated in accordance with the methodology for counting votes for each proposal as described in the proxy statement related to the Meeting.

1.Election of Directors. The director nominees listed below were duly elected at the Meeting for a one-year term expiring in 2023 pursuant to the following votes:

Votes For
Votes Withheld
Broker Non-Votes
Joseph Armes
13,246,386 (98.93%)143,664 (1.07%)986,226
Michael Gambrell
12,387,752 (92.51%)1,000,298 (7.49%)986,226
Bobby Griffin
12,851,105 (95.98%)538,945 (4.02%)986,226
Terry Johnston
13,003,901 (97.12%)386,149 (2.88%)986,226
Linda Livingstone12,840,499 (95.90%)549,551 (4.10%)986,226
Anne Motsenbocker
13,297,769 (99.31%)92,281 (0.69%)986,226
Robert Swartz
12,964,230 (96.82%)425,820 (3.18%)986,226
Kent Sweezey
13,139,068 (98.13%)250,982 (1.87%)986,226

2.Advisory Vote on Executive Compensation. The proposal for approval, on an advisory basis, of the compensation of the Company’s named executive officers received the following votes:

Votes FOR:12,911,334 (96.80%)
Votes AGAINST:426,426 (3.20%)
Votes ABSTAINED:52,290
Broker Non-Votes:986,226

3.Ratification of Independent Registered Public Accounting Firm. Grant Thornton LLP was ratified to serve as the Company’s independent registered public accounting firm for fiscal 2024 pursuant to the following votes:

Votes FOR:14,332,739 (99.76%)
Votes AGAINST:33,059 (0.24%)
Votes ABSTAINED:10,478
Broker Non-Votes:0

No other matters were voted on at the Meeting.

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.

Dated: August 24, 2023

By:/s/ Luke E. Alverson
Name:Luke E. Alverson
Title:Senior Vice President, General Counsel & Secretary