Atkore shareholders approve Prysmian merger agreement
The merger proposal received 27,600,871 votes for; the adjournment vote was unnecessary after a quorum and sufficient merger votes were confirmed.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Atkore Inc. (ATKR) stockholders approved the merger agreement with Prysmian S.p.A. at a special meeting on October 7, 2026. At the effective time, Trinity Merger Sub, Inc. will merge into Atkore, which will survive as a wholly owned subsidiary of Prysmian.
The merger proposal received 27,600,871 votes for, 21,281 against and 18,885 abstentions. Of 33,773,062 shares outstanding and entitled to vote as of September 4, 2026, 27,641,037 shares were present or represented by proxy, approximately 81.84%. Stockholders also approved, on an advisory, non-binding basis, merger-related compensation for named executive officers and a conditional adjournment proposal. The adjournment was deemed unnecessary because a quorum was present and there were sufficient votes to approve the merger proposal.
1 point · 0 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointStockholders approved the merger agreement, with 27,600,871 votes for.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Common shares outstanding and entitled to vote: 33,773,062 shares
Shares present or represented by proxy: 27,641,037 shares
Outstanding shares represented: approximately 81.84%
+3 more
6 metrics
Common shares outstanding and entitled to vote
33,773,062 shares
As of September 4, 2026, the record date
Shares present or represented by proxy
27,641,037 shares
At the October 7, 2026 special meeting
Outstanding shares represented
approximately 81.84%
At the October 7, 2026 special meeting
Merger proposal votes for
27,600,871 shares
Special meeting vote
Merger proposal votes against
21,281 shares
Special meeting vote
Merger proposal abstentions
18,885 shares
Special meeting vote
Key Terms
Merger Agreement, quorum, advisory (non-binding), effective time
4 terms
Merger Agreement technical
"approved the adoption of the Merger Agreement"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
quorum technical
"constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
advisory (non-binding) technical
"approved, on an advisory (non-binding) basis"
effective time technical
"at the effective time of the Merger"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why was the ATKR special meeting not adjourned?
The adjournment was deemed unnecessary because a quorum was present and there were sufficient votes at the meeting to approve the merger proposal. The adjournment proposal had allowed for a later meeting date if additional proxies were needed.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 7, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(708 ) 339-1610
(Registrant's telephone number, including area code)
N/A
(Former name )
(Former name )
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
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.
On October 7, 2026, Atkore Inc. (“Atkore”) held a special meeting of stockholders (the “Special Meeting”), in connection with the Agreement and Plan of Merger, dated as of August 2, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among Atkore, Prysmian S.p.A., a company organized under the laws of the Republic of Italy (“Prysmian”), Trinity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Prysmian (“Merger Sub”), and, solely as provided in certain sections of the Merger Agreement, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company, pursuant to which, among other things, at the effective time of the Merger (as defined below), Merger Sub will merge with and into Atkore, with Atkore surviving as a wholly owned subsidiary of Prysmian (the “Merger”). At the Special Meeting, three proposals were submitted to Atkore’s stockholders, each of which is described in more detail in Atkore’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 9, 2026.
As of 5:00 p.m. Eastern Time on September 4, 2026, the record date for the Special Meeting, 33,773,062 shares of Atkore’s common stock, par value $0.01 per share (“Common Stock”), were outstanding and entitled to vote at the Special Meeting. 27,641,037 shares of Common Stock, or approximately 81.84% of the outstanding shares of Common Stock, were present virtually or represented by proxy at the Special Meeting, constituting a quorum. Each share of Common Stock is entitled to one vote on each proposal.
The final voting results were as follows:
Proposal 1: Atkore’s stockholders approved the adoption of the Merger Agreement, which provides for the Merger pursuant thereto (the “Merger Proposal”).
| For | Against | Abstain | ||||||
| 27,600,871 | 21,281 | 18,885 | ||||||
Proposal 2: Atkore’s stockholders approved, on an advisory (non-binding) basis, the compensation that will or may be paid or become payable to Atkore’s named executive officers in connection with the completion of the Merger.
| For | Against | Abstain | ||||||
| 23,392,804 | 4,112,417 | 135,816 | ||||||
Proposal 3: Atkore’s stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if a quorum is not present or in the event that there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal.
| For | Against | Abstain | ||||||
| 26,607,405 | 1,007,361 | 26,271 | ||||||
Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description of Exhibit | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
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.
ATKORE INC.
By: /s/ Daniel S. Kelly
Daniel S. Kelly
Vice President, General Counsel and Secretary
Vice President, General Counsel and Secretary
Date: October 7, 2026