Atkore Inc.

DEFM14A 1 ny20080616x2_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under §240.14a-12 Atkore Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☐ No fee required ☒ Fee paid previously with preliminary materials ☐ Fee computed on the table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS September 9, 2026 Dear Atkore Stockholder: The board of directors (the “ Board ”) of Atkore Inc. (“ Atkore ” or the “Company” ), a Delaware corporation, unanimously approved an 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 ( “Guarantor” ). Pursuant to the Merger Agreement, at the effective time of the Merger (as defined herein) (the “ Effective Time ”), Merger Sub will merge with and into Atkore, with Atkore surviving as a wholly owned subsidiary of Prysmian (the “Merger” ). At the Effective Time, each share of Atkore’s common stock, par value $0.01 per share (the “ Common Stock ”), issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be canceled for no consideration or converted in accordance with the Merger Agreement or as to which appraisal rights have been properly exercised) will be converted into the right to receive an amount in cash equal to $95.00, without interest and subject to applicable withholding taxes (the “ Merger Consideration ”). At a special meeting of Atkore stockholders (the “ Special Meeting ”) to be held on October 7, 2026, Atkore stockholders will be asked to vote on a proposal to adopt the Merger Agreement (the “ Merger Proposal ”). Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock as of 5:00 p.m. Eastern Time on September 4, 2026, the record date for the Special Meeting (the “ Record Date ”). At the Special Meeting, Atkore stockholders will also be asked to approve, 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 (the “ Compensation Proposal ”), and to approve 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 (the “Adjournment Proposal” ). Assuming a quorum is present, approval of the Compensation Proposal on an advisory (non-binding) basis requires the affirmative vote of the holders of a majority of the shares of Common Stock present virtually or represented by proxy at the Special Meeting and entitled to vote on the proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock present virtually or represented by proxy at the Special Meeting, whether or not a quorum is present. The Board has unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Atkore and its stockholders; (ii) determined that it is in the best interests of Atkore and its stockholders and declared it advisable to enter into the Merger Agreement; (iii) approved the execution and delivery by Atkore of the Merger Agreement, the performance by Atkore of its covenants and agreements contained therein and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, upon the terms and subject to the conditions set forth therein; (iv) resolved to recommend that the stockholders of Atkore approve the Merger and adopt the Merger Agreement; and (v) directed that the Merger Agreement be submitted to the stockholders of Atkore for its adoption. The Board unanimously recommends that the holders of shares of Common Stock vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal. The Record Date is 5:00 p.m. Eastern Time on September 4, 2026. Your vote is very important, regardless of the number of shares of Common Stock you own. Approval of the Merger Proposal is a condition to the completion of the Merger. If the Merger Proposal is not approved, the Merger will not be completed. Approval of the Compensation Proposal and the Adjournment Proposal are not conditions to the completion of the Merger, and the votes of Atkore stockholders on the Compensation Proposal and the Adjournment Proposal will not have any bearing on whether the Merger is consummated. TABLE OF CONTENTS Atkore will hold the Special Meeting solely by means of remote communication via the internet. All holders of record of shares of Common Stock as of the Record Date will be able to attend, vote and participate in the Special Meeting by remote communication. Whether or not you expect to attend the Special Meeting, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Special Meeting. Record holders of shares of Common Stock may submit a proxy to vote their shares of Common Stock in advance of the Special Meeting by any of the following means, as instructed on your proxy card: • Internet. You may submit a proxy electronically via the internet by following the instructions on your enclosed proxy card. You will need the control number that appears on your proxy card to vote online. Internet voting facilities will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on October 6, 2026, the day prior to the Special Meeting. • Telephone. You may submit a proxy by telephone by following the instructions set forth on your enclosed proxy card. The telephone number is toll-free (within the U.S. and Canada), at no charge to the holders of shares of Common Stock. Please have your proxy card in hand when you call. Telephone voting facilities will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on October 6, 2026, the day prior to the Special Meeting. • Mail. You may indicate your vote by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid reply envelope. If you vote this way, make sure you mail your proxy card early enough so that it is received prior to the closing of the polls at the Special Meeting. • Virtually. You may vote your shares of Common Stock at the Special Meeting if you attend the Special Meeting, which will be held virtually at www.virtualshareholdermeeting.com/ATKR2026SM. The failure to vote your shares of Common Stock will have the same effect as voting “AGAINST” the approval of the Merger Proposal. If your shares of Common Stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will not be permitted to vote your shares of Common Stock without instructions from you. You should instru