8-K

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): February 12, 2014

BEACON ROOFING SUPPLY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-50924	36-4173371
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

505 Huntmar Park Drive, Suite 300, Herndon, Virginia 20170

(Address of Principal Executive Offices) (Zip Code)

(571) 323-3939

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ 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))

Item 5.02(e)  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2014, the shareholders of Beacon Roofing Supply, Inc. (the “Company”) approved the Beacon Roofing Supply, Inc. 2014 Stock Plan (the “Plan”). The Board of Directors of the Company approved the Plan on November 22, 2013, subject to the approval of the shareholders.

The Plan provides for discretionary awards of stock options, stock, stock units and stock appreciation rights (“SARs”) to selected employees and non-employee directors.

The material terms of the Plan are as follows: The Plan is administered by the compensation committee of the Board of Directors (the “Committee”). The number of shares of common stock that may be issued under the Plan is 5,100,000. Stock options and SARs granted under the Plan and stock options granted after September 30, 2013 under the Amended and Restated Beacon Roofing Supply, Inc. 2004 Stock Plan (the “2004 Plan”) will reduce the number of available shares by one share for every share subject to the stock option or SAR, and stock awards and stock unit awards granted under the Plan and granted after September 30, 2013 under the 2004 Plan will reduce the number of available shares by two shares for every one share delivered. Awards forfeited after September 30, 2013 and shares used to pay withholding taxes on stock and stock unit awards after September 30, 2013 under the Plan and the 2004 Plan will again be available for issuance under the Plan. Shares issuable under the Plan may be authorized but unissued shares or treasury shares. The Committee can grant awards under the Plan until February 12, 2024. The Committee can provide that any award granted under the Plan shall be subject to the attainment of performance goals, including those that qualify the award as “performance-based compensation” as defined in Section 162(m) of the Internal Revenue Code.

A more detailed summary of the terms of the Plan appears on pages 9 to 15 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on January 6, 2014.

Item 5.07  Submission of Matters to a Vote of Security Holders.

(a)  2014 Annual Meeting of Shareholders

The Annual Meeting of the Company was held on February 12, 2014.

(b)  Voting Results

1.) Shareholders elected eight directors to hold office until the 2015 Annual Meeting of Shareholders or until their successors are elected and qualified. The final votes with respect to each director nominee were:

	For		Withheld		Broker Non-Votes
Robert R. Buck		44,190,149		1,145,472		2,289,849
Paul M. Isabella		44,412,064		923,557		2,289,849
Richard W. Frost		44,648,775		686,846		2,289,849
James J. Gaffney		44,689,587		646,034		2,289,849
Peter M. Gotsch		43,966,279		1,369,342		2,289,849
Neil S. Novich		44,919,295		416,326		2,289,849
Stuart A. Randle		44,181,378		1,154,243		2,289,849
Wilson B. Sexton		44,964,938		370,683		2,289,849

2.) Shareholders ratified the appointment of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the fiscal year ending September 30, 2014. The final votes were:

For	46,582,440
Against	779,814
Abstain	263,216
Broker Non-Votes	0

3.) Shareholders approved the compensation for our named executive officers as presented in our proxy statement on a non-binding, advisory basis. The final votes were:

For	44,442,070
Against	737,741
Abstain	155,810
Broker Non-Votes	2,289,849

4.) Shareholders approved the Company’s 2014 Stock Plan. The final votes were:

For	42,387,156
Against	2,799,045
Abstain	149,420
Broker Non-Votes	2,289,849

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits are set forth on the attached exhibit index.

Exhibit Index

Exhibit Number	Description
10.1	Beacon Roofing Supply, Inc. 2014 Stock Plan (incorporated by reference to Appendix A to the  Company’s 2014 Proxy Statement for the Annual Meeting held on February 12, 2014).*
10.2	Form of Beacon Roofing Supply, Inc. 2014 Stock Plan Restricted Stock Unit Award Agreement for Non-Employee Directors.*

* Compensatory plan or arrangement.

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.

	BEACON ROOFING SUPPLY, INC.
Date: February 12, 2014	By:	/s/ JOSEPH M. NOWICKI
		JOSEPH M. NOWICKI
		Executive Vice President & Chief Financial Officer

EX-10.2

Exhibit 10.2

BEACON ROOFING SUPPLY, INC. 2014 STOCK PLAN
(Effective As Of February 12, 2014)

RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS

A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the non-employee Director named in the attached Award letter (the “Grantee”), relating to the common stock, par value $.01 per share (the “Common Stock”), of the Company, shall be subject to the following terms and conditions and the provisions of the Beacon Roofing Supply, Inc. 2014 Stock Plan, Effective as of February 12, 2014 (the “Plan”), a copy of which is attached hereto and the terms of which are hereby incorporated by reference:

1. Acceptance by Grantee. The receipt of the Award is conditioned upon its acceptance by the Grantee in the space provided therefor at the end of this Agreement and the return of an executed copy of this Agreement to the General Counsel of the Company no later than March 14, 2014. If the Grantee shall fail to return this executed Agreement by the due date, the Grantee’s Award shall be forfeited to the Company.

2. Grant of RSUs. The Company hereby grants to the Grantee the Award of RSUs, as set forth in the Award letter. An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 6 of this Agreement.

3. RSU Account. The Company shall maintain an account (“RSU Account”) on its books in the name of the Grantee which shall reflect the number of RSUs awarded to the Grantee and any dividend equivalents paid to the Grantee as described in Section 4.

4. Dividend Equivalents. Upon the payment of any dividends on Common Stock occurring during the period preceding the date the RSUs are settled in Common Stock and distributed to the Grantee as described in Section 6, the Company shall credit the Grantee’s RSU Account with an amount equal in value to the dividends that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented by the RSUs in the Grantee’s RSU Account on that date. Such amounts shall be paid to the Grantee in cash at the time and to the extent the RSU Account is distributed to the Grantee. Any dividend equivalents relating to RSUs that are forfeited shall also be forfeited.

5. Vesting.

(a) Except as described in (b) and (c) below, the Grantee shall become vested in his Award on the first anniversary of the date of the grant of the Award if he remains in continuous service on the Board until such date.

(b) If the Grantee’s service on the Board terminates prior to the first anniversary of the date of the grant of the Award due to death or disability, the Award shall become vested on such date. For this purpose “disability” means (as determined by the Committee in its sole discretion) the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(c) The Award shall be forfeited to the Company upon the Grantee’s termination of service on the Board for any reason other than the Grantee’s death or disability (as described in Section 3(b) above) that occurs prior to the date the RSUs vest as provided in Section 3(a) above.

6. Settlement of Award. No later than 10 business days following the date of the Grantee’s termination of service on the Board, the Company shall distribute to him, or his personal representative, beneficiary or estate, as applicable, (a) a number of shares of Common Stock equal to the number of vested RSUs subject to the Award and held in his RSU Account, and (b) a cash payment equal to the dividend equivalents credited to his RSU Account attributable to such vested RSUs.

7. Change in Control. Notwithstanding the foregoing provisions of the Agreement, upon a Change in Control of the Company, (a) the Grantee shall become vested in any then unvested Award and (b) the Company shall immediately distribute to the Grantee his RSU Account as described in Section 6; provided, however, that if the Change in Control does not constitute a “change in control” as described in Treas. Reg. §1.409A-3(i)(5), then distribution of the RSU Account shall be deferred until the date of the Grantee’s termination of service on the Board.

8. Rights as Stockholder. The Grantee shall not be entitled to any of the rights of a stockholder of the Company with respect to the Award, including the right to vote and to receive dividends and other distributions, until and to the extent the Award is settled in shares of Common Stock.

9. Award Not Transferable. The Award may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order. The Award shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or encumbrance of the Award, other than in accordance with its terms, shall be void and of no effect.

10. Share Delivery. Delivery of the Award Shares will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent; provided that the Company shall, upon written request from the Grantee (or his estate or personal representative, as the case may be), issue certificates in the name of the Grantee (or his estate or personal representative) representing such Award Shares.

11. Administration. The Award shall be administered in accordance with such regulations as the Committee shall from time to time adopt.

12. Governing Law. This Agreement, and the Award, shall be construed, administered and governed in all respects under and by the laws of the State of Delaware.

IN WITNESS WHEREOF, this Agreement is executed by the Company this ___ day of __________ 2014, effective as of the __ day of __________.

BEACON ROOFING SUPPLY, INC.
By:
	Ross D. Cooper
	Senior Vice President, General Counsel & Secretary

AGREED AND ACCEPTED:

GRANTEE

Date: