SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Graybar Electric Co Inc – ‘10-K’ for 12/31/19

On:  Friday, 3/20/20, at 11:19am ET   ·   For:  12/31/19   ·   Accession #:  205402-20-8   ·   File #:  0-00255

Previous ‘10-K’:  ‘10-K’ on 3/12/20 for 12/31/19   ·   Next:  ‘10-K’ on 3/10/21 for 12/31/20   ·   Latest:  ‘10-K’ on 3/20/24 for 12/31/23   ·   2 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/20/20  Graybar Electric Co Inc           10-K       12/31/19    1:228K

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML     90K 


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:   C: 
  Voting Trust 10-K 2019  

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



ANNUAL REPORT ON FORM 10-K RELATING TO VOTING TRUST INTERESTS

WITH RESPECT TO SHARES OF COMMON STOCK OF

GRAYBAR ELECTRIC COMPANY, INC.



Filed pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019



            Names and Addresses of all Voting Trustees (as of March 20, 2020):





 

R. R. Harwood

34 North Meramec Avenue



P.O. Box 7231



St. Louis, Missouri  63177



 

R. C. Lyons

34 North Meramec Avenue



P.O. Box 7231



St. Louis, Missouri  63177



 

W. P. Mansfield

34 North Meramec Avenue



P.O. Box 7231



St. Louis, Missouri  63177



 

D. G. Maxwell

34 North Meramec Avenue



P.O. Box 7231



St. Louis, Missouri  63177



 

K. M. Mazzarella

34 North Meramec Avenue



P.O. Box 7231



St. Louis, Missouri  63177



          Address to which communications to the Voting Trustees should be sent:



K. M. Mazzarella

c/o Graybar Electric Company, Inc.

P.O. Box 7231

St. Louis, Missouri  63177



          Title of the securities deposited under the Voting Trust Agreement:

Common Stock, par value $1.00 per share



          Exact name of the issuer of such securities, as specified in its charter:

Graybar Electric Company, Inc.



          State or other jurisdiction in which such issuer was incorporated or organized:

New York                                                                          



I.R.S. Employer Identification No.:

13-0794380



           Address of such issuer's principal executive offices:

34 North Meramec Avenue

P.O. Box 7231

St. Louis, Missouri  63177



           If the Voting Trust Interests are registered on any national securities exchange, state the name of each such exchange:

None

 


 

 

EXPLANATORY NOTE





The Annual Report Relating to Voting Trust Interests, filed by the Voting Trustees under a Voting Trust Agreement, dated as of March 3, 2017 (the "Voting Trust Agreement"), among the Voting Trustees, participating holders of the Common Stock of Graybar Electric Company, Inc. ("Graybar" or the "Company") and Graybar was filed for years prior to 1982 on Form

16-K, which was discontinued by the Securities and Exchange Commission (the "Commission") pursuant to Securities Exchange Act Release No. 34-18524, effective May 24, 1982 (the "Release").  In the Release, the Commission indicated that although Form 16-K was being discontinued, voting trusts would continue to be required to file annual reports.  Specific requirements respecting the form of such annual reports were to be determined on a case-by-case basis.



In response to inquiries to the Deputy Chief Counsel of the Commission's Division of Corporation Finance, Graybar has been informed that the Voting Trustees should file an Annual Report on Form 10-K (as the only appropriate form under Section 13 of the Securities Exchange Act of 1934), but that because the requirements of Form 10-K are generally not applicable to elicit information relevant to voting trusts, the information previously required by rescinded Form 16-K should continue to be provided in this Annual Report.  For this reason, the item numbers and information in this Annual Report correspond to the item numbers and disclosure required in the past by rescinded Form 16-K and used in the Annual Report Relating to Voting Trust Interests filed with the Commission by voting trustees in years prior to 1982.



 


 

 



INFORMATION REGARDING VOTING TRUST





PART I





Item 1.            Deposit and Withdrawal of Securities (1)(2)(3)

Amount deposited during year

 

Amount withdrawn during year (4)

 

Amount held at end of year

 

Percentage of class held at end of year



 

 

 

 

 

 

2,368,124 

 

 

729,610 

 

 

17,736,493 

 

 

82.9 

%



 

 

 

 

 

 



(1)

The securities consist of shares of Common Stock, par value $1.00 per share (the "Common Stock"), of Graybar.



(2)

14,011,446 shares of Common Stock were deposited into the 2017 Voting Trust at its inception.



(3)

Shares deposited and withdrawn during the year only cover shares that were deposited and withdrawn with respect to the Voting Trust Agreement.



(4)

The 729,610 shares of Common Stock withdrawn from the voting trust in 2019 represent shares purchased by Graybar from employees, retirees or their estates in accordance with Graybar's purchase rights under its amended Restated Certificate of Incorporation. The shares so purchased were placed in Graybar's treasury or cancelled.



Item 2.         Exercise of Voting Rights.



The voting trustees did not exercise voting rights under the Voting Trust Agreement during the fiscal year with respect to any matter, except that the voting trustees voted the shares of Common Stock held by them at the Graybar 2019 annual meeting for the election of ten directors.

 

Item 3.         Exercise of Other Powers.



The voting trustees exercised no powers under the Voting Trust Agreement, other than voting rights and the distribution of dividends upon the underlying securities, during the fiscal year.



 


 

 



Item 4.          Ownership of Voting Trust Certificates and Other Securities.



The following table presents information, as of March 20, 2020, as to Voting Trust Interests owned of record by each individual Voting Trustee.  As of March 20, 2020 no Voting Trustee owned any securities of Graybar, other than those deposited under the Voting Trust Agreement, or any securities of Graybar's subsidiaries.  No other person owns of record, or is known by the Voting Trustees to own beneficially, more than five percent of the Voting Trust Interests.

Name and address

of owner

 

Name of issuer

and title of class

 

Type of

ownership

 

Amount owned as of March 20, 2020

 

 

Percent

of class

owned

 

R. R. Harwood

 

Voting Trust Interests (A)

 

Direct

 

36,065

(B)

 

0.192%

(C)

34 North Meramec Avenue

 

 

 

 

 

 

 

 

 

 

P.O. Box 7231

 

 

 

 

 

 

 

 

 

 

St. Louis, Missouri  63177

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

R. C. Lyons

 

Voting Trust Interests (A)

 

Direct

 

27,398

(B)

 

0.146%

(C)

34 North Meramec Avenue

 

 

 

 

 

 

 

 

 

 

P.O. Box 7231

 

 

 

 

 

 

 

 

 

 

St. Louis, Missouri  63177

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

W. P. Mansfield

 

Voting Trust Interests (A)

 

Direct

 

23,429

(B)

 

0.125%

(C)

34 North Meramec Avenue

 

 

 

 

 

 

 

 

 

 

P.O. Box 7231

 

 

 

 

 

 

 

 

 

 

St. Louis, Missouri  63177

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

D. G. Maxwell

 

Voting Trust Interests (A)

 

Direct

 

25,037

(B)

 

0.133%

(C)

34 North Meramec Avenue

 

 

 

 

 

 

 

 

 

 

P.O. Box 7231

 

 

 

 

 

 

 

 

 

 

St. Louis, Missouri  63177

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

K. M. Mazzarella

 

Voting Trust Interests (A)

 

Direct

 

67,150

(B)

 

0.357%

(C)

34 North Meramec Avenue

 

 

 

 

 

 

 

 

 

 

P.O. Box 7231

 

 

 

 

 

 

 

 

 

 

St. Louis, Missouri  63177

 

 

 

 

 

 

 

 

 

 



_____________________





(A)  Issued under the Voting Trust Agreement.

(B)  The number of shares of Common Stock to which such Voting Trust Interests relate adjusted for a stock dividend of one share of common stock for each twenty shares of record held as of December 16, 2019 and issued February 7, 2020.

(C)  As of February 29, 2020, the Voting Trustees together held of record, with shared power to vote,

18,806,471 shares of Common Stock, or 82.9% of the outstanding shares of Common Stock.



 


 

 





Item 5.            Business Experience of Voting Trustees.



The information with respect to the business experience of the Voting Trustees required to be included pursuant to this Item 5 is included in the Supplemental Item under the caption “Executive Officers of the Registrant, in the Company’s Annual Report on Form 10-K for the period ended December 31, 2019 or will be included under the caption "Proposal 1: Nominees for Election as Directors" in Graybar's Definitive Information Statement relating to the 2019 Annual Meeting of Shareholders (the "Information Statement"), to be filed with the Commission pursuant to Rule 14c-5 under the Securities Exchange Act of 1934, each of which is incorporated herein by reference.





Item 6.            Business and Professional Connection of Voting Trustees with Issuer, Affiliates and Underwriters.



The information with respect to the business and professional connections of each Voting Trustee with Graybar and any of its affiliates is included in the Supplemental Item under the caption “Executive Officers of the Registrant, in the Company’s Annual Report on Form 10-K for the period ended December 31, 2019 or will be included under the caption "Proposal 1: Nominees for Election as Directors" in the Information Statement, each of which is incorporated herein by reference.





Item 7.            Other Activities of Voting Trustees.



Except as described in this Annual Report, the Voting Trustees did not perform any other activities as voting trustees during the fiscal year.





Item 8.            Representation of Other Persons by Voting Trustees.



The Voting Trustees represented no persons other than holders of Voting Trust Interests under the Voting Trust Agreement during the year.

 


 

 



Item 9.            Remuneration of Voting Trustees.



The following table presents information as to the aggregate remuneration received by each Voting Trustee for services in all capacities during the fiscal year from Graybar and its subsidiaries.  No Voting Trustee received any remuneration from any person or persons for acting as a Voting Trustee.







 

 

 

 

 

 

 

Name of

 

Capacities in

 

Cash Compensation

 

Voting

 

which Compensation

 

Salaries, Bonuses

 

Trustee

 

Received

 

and Directors’ Fees (1)

 

R. R. Harwood

 

Director, Senior Vice President

 

$

730,107 

 

 



 

and Chief Strategy Officer

 

 

 

 



 

 

 

 

 

 

R. C. Lyons

 

Director, Regional Vice President

 

$

518,185 

 

 



 

 

 

 

 

 

W. P. Mansfield

 

Director, Senior Vice President -

 

$

689,789 

 

 



 

Marketing

 

 

 

 



 

 

 

 

 

 

D. G. Maxwell

 

Director, Senior Vice President -

 

$

643,071 

 

 



 

Sales

 

 

 

 



 

 

 

 

 

 

K. M. Mazzarella

 

Director, Chairman of the Board,

 

$

2,478,773 

 

 



 

President and Chief Executive Officer

 

 

 

 



 

 

 

 

 

 





(1)   Includes meeting fees of $300 per meeting for attendance at directors’ meetings of Graybar and remuneration paid March 13, 2020 under Graybar’s Management Incentive Plan with respect to services rendered during 2019.  Excludes change in pension value, any nonqualified deferred compensation earnings, amounts contributed by Graybar to the qualified and non-qualified profit sharing and savings plans, perquisites and other personal benefits, and other miscellaneous items, which will be included in the Summary Compensation Table of the Information Statement for Ms. Mazzarella and Messrs. Harwood and Mansfield.













 


 

 



Item 12.          Lists of Exhibits Filed.



(4)   Instruments defining the rights of security holders, including indentures.



Voting Trust Agreement dated as of March 3, 2017, a form of which is attached as Annex A to the Prospectus, dated January 6, 2017, constituting a part of the Registration Statement on Form S-1 (Registration No. 333-214560), and is incorporated herein by reference.



















 


 

 



SIGNATURES







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K, amended as prescribed by the Commission, has been signed below by the following persons, as Voting Trustees, as of March 20, 2020, said Voting Trustees being invested with the power to bind all of the Voting Trustees.











 

 

 

 



As trustees under the Voting Trust Agreement



dated March 3, 2017.

 



 

 

 

 



By

 

 

 



 

/S/ R. R. HARWOOD

 

 



 

R. R. HARWOOD

 

 



 

 

 

 



 

/S/ R. C. LYONS

 

 



 

R. C. LYONS

 

 



 

 

 

 



 

/S/ W. P. MANSFIELD

 

 



 

W. P. MANSFIELD

 

 



 

 

 

 



 

/S/ D. G. MAXWELL

 

 



 

D. G. MAXWELL

 

 



 

 

 

 



 

/S/ K. M. MAZZARELLA

 

 



 

K. M. MAZZARELLA

 

 









































 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/20/20
2/7/20
For Period end:12/31/1910-K
3/3/17
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/03/20  Graybar Electric Co. Inc.         S-1/A11/03/20    3:918K
 8/20/20  Graybar Electric Co. Inc.         S-1                    3:760K
Top
Filing Submission 0000205402-20-000008   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu., Mar. 28, 6:15:04.2am ET