-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RygJiGUFUtOKdbc+WFHyp6kAuWE8Oq/EYgPG1YILbueoQtUM38L38Uz7d9obIbCc 5wr3/LlMPWyWspTnIdlS4A== 0000950144-07-001448.txt : 20070221 0000950144-07-001448.hdr.sgml : 20070221 20070221100002 ACCESSION NUMBER: 0000950144-07-001448 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070214 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BlueLinx Holdings Inc. CENTRAL INDEX KEY: 0001301787 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER, PLYWOOD, MILLWORK & WOOD PANELS [5031] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32383 FILM NUMBER: 07637624 BUSINESS ADDRESS: STREET 1: 4300 WILDWOOD PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 770-953-7000 MAIL ADDRESS: STREET 1: 4300 WILDWOOD PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339 8-K 1 g05608e8vk.htm BLUELINX HOLDINGS INC BLUELINX HOLDINGS INC
 

 
 
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 14, 2007
BLUELINX HOLDINGS INC.
 
(Exact name of registrant as specified in its charter)
         
Delaware   001-32383   77-0627356
         
(State or other
jurisdiction of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)
     
4300 Wildwood Parkway, Atlanta, Georgia   30339
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (770) 953-7000
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:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On February 14, 2007, the Compensation Committee (the “Committee”) of the BlueLinx Holdings Inc. (the “Company”) Board of Directors, approved the financial, operational and strategic criteria used in establishing bonus and award grants for fiscal 2007 under the Company’s short-term cash incentive plan (the “Short-Term Incentive Plan”). These criteria are applicable to all participants under the Short-Term Incentive Plan, including the Company’s chief executive officer, chief financial officer and the Company’s other named executive officers.
     Under the Company’s Short-Term Incentive Plan, an annual bonus pool is established and funded based solely on performance as measured against established strategic, operational and/or financial goals at different levels of the Company’s operating structure. In general, the bonus pool is allocated to each participant based on the participant’s “target bonus percentage” (a percentage of such participant’s current compensation) and the extent to which the Company and/or such participant’s operating group(s) meets the established strategic, operational and/or financial goals. Each of the named executive officers is a participant in the Short-Term Incentive Plan, and each of their bonuses are subject to adjustment by the Committee, in its discretion, based on the officer’s individual performance and contribution to the Company.
     At its February 14, 2007 meeting, the Committee established the following target bonus percentages for fiscal 2007 for each of the named executive officers (such persons are determined by reference to the Company’s most recent filing with the Commission that required disclosure pursuant to Item 402(c) of Regulation S-K).
     
Stephen E. Macadam
  75% of base salary
George R. Judd
  65% of base salary
Lynn A. Wentworth
  60% of base salary
Barbara V. Tinsley
  45% of base salary
     The target bonus for Stephen E. Macadam, the Company’s chief executive officer, was previously set at 75% of his annual base salary in his employment agreement with the Company effective October 20, 2005. The target bonus for Lynn A. Wentworth, the Company’s chief financial officer, was previously set at 60% of her annual base salary in her employment agreement with the Company effective January 22, 2007. The full Board previously approved their target bonus percentages as part of their employment agreements.
     The Committee established corporate earnings before interest, tax, depreciation and amortization as the financial performance metric for the Short-Term Incentive Plan for fiscal 2007. The Committee also established certain operational and strategic metrics for the Short-Term Incentive Plan for fiscal 2007 including specialty product sales growth, sales force effectiveness and cost management goals.
     The foregoing summary of the Company’s Short-Term Incentive Plan is qualified in its entirety by reference to the full text of the Short-Term Incentive Plan, the form of which is filed as Exhibit 10.1 on the Company’s Form 8-K filed with the Commission on February 7, 2006.

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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.
         
  BLUELINX HOLDINGS INC.
 		  
  By:   /s/ Barbara V. Tinsley    
    Barbara V. Tinsley   
    SVP, General Counsel & Secretary   
 
Dated: February 21, 2007

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