Atkore Inc

1. 1

   Approval and Adoption of the Merger Agreement (Merger Proposal

   ManagementBoard: FOR

   Approve and adopt the August 2, 2026 Agreement and Plan of Merger with Prysmian S.p.A., under which Trinity Merger Sub will merge with and into Atkore, Atkore will survive as Prysmian’s wholly owned subsidiary, and each eligible Atkore share will be converted into the right to receive $95.00 in cash, without interest and subject to applicable withholding taxes.

   More detail

   The proposal asks stockholders to adopt the merger agreement between Atkore and Prysmian. The transaction is structured as a reverse subsidiary merger, with Trinity Merger Sub merging into Atkore and Atkore continuing as Prysmian’s wholly owned subsidiary. Eligible Atkore shares would be converted into cash consideration of $95.00 per share, without interest and subject to withholding. Approval is a condition to closing, and failure to obtain it would leave Atkore independent and publicly traded. The Board’s recommendation follows a months-long strategic review that included outreach to numerous strategic and financial buyers and competing indications of interest. The Board emphasized that Prysmian’s offer was the highest all-cash proposal and accounted for potential liabilities from Atkore’s antitrust and related litigation matters. It also valued the certainty of cash consideration, the approximately 30% premium to the unaffected July 31, 2026 share price, and the absence of a financing condition. Citi and J.P. Morgan each delivered fairness opinions concluding that the consideration was fair from a financial point of view. The Board considered regulatory, execution, litigation, tax, business-disruption, and opportunity-cost risks, but unanimously concluded that the transaction’s benefits outweighed those risks and recommends a vote FOR.

2. 2

   Advisory Approval of Merger-Related Named Executive Officer Compensation (Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that will or may be paid or become payable to Atkore’s named executive officers in connection with completion of the Merger, including the disclosed change-in-control and “golden parachute” payments and benefits.

   More detail

   The proposal asks stockholders to approve, on an advisory and non-binding basis, compensation that may be paid to Atkore’s named executive officers in connection with the Merger. It is required by Section 14A of the Exchange Act and related SEC rules governing merger-related executive compensation disclosures. The covered amounts include cash severance, pro-rated bonuses, accelerated or cashed-out equity awards, continued health coverage, and other benefits described in the Item 402(t) disclosure. The filing estimates aggregate merger-related payments for the five named executive officers ranging from approximately $3.5 million to $18.5 million under assumed closing and qualifying-termination scenarios. Equity awards generally receive single-trigger treatment at closing, while severance and certain benefits are generally double-trigger and require a qualifying termination. The proposal is separate from the merger approval vote and is not a condition to completion of the transaction. Because it is advisory, a negative vote would not cancel or modify compensation that is contractually required under existing arrangements. The filing also notes that any compensation for continued service with Prysmian after closing is outside the scope of this vote. The Board recommends voting FOR because the disclosed compensation reflects existing contractual, plan-based, and change-in-control arrangements associated with the transaction.

3. 3

   Approval of Adjournment of the Special Meeting (Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies when a quorum is absent or insufficient votes have been received to approve the Merger Proposal.

   More detail

   The proposal asks stockholders to authorize adjournment of the Special Meeting if additional time is needed to solicit proxies. The stated triggers are the absence of a quorum or an insufficient number of votes to approve the Merger Proposal. Approval is not a condition to completion of the Merger and will not determine whether the transaction is consummated. The Board states that it does not intend to propose adjournment if a quorum is present and the Merger Proposal has sufficient votes. The proposal is designed to preserve management’s ability to continue solicitation rather than allow a close vote or attendance shortfall to terminate the meeting process. Approval requires a majority of the shares present virtually or represented by proxy, whether or not a quorum is present. Abstentions count as votes against, while failures to vote have no effect on this proposal. Under the Merger Agreement, Atkore may generally adjourn or postpone for solicitation or quorum purposes no more than three times without Prysmian’s consent, subject to specified timing limits. The Board recommends voting FOR because adjournment could provide a practical mechanism to obtain the required stockholder support for the transaction.

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When is the Atkore Inc 2026 special meeting?

Atkore Inc (ATKR) holds its 2026 special shareholder meeting on Wednesday, October 7, 2026.

What is the record date for the Atkore Inc 2026 meeting?

The record date for the Atkore Inc 2026 meeting is Friday, September 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Atkore Inc's 2026 meeting?

The board is presenting 9 director nominees at the Atkore Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Atkore Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Atkore Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.