UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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(IRS Employer |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: |
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Dallas, Texas 75201 |
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2024, Builders FirstSource, Inc. (“Builders FirstSource” or the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The owners of 106,105,078 shares of the Company’s common stock, representing 86.99% of the voting power of all the shares of common stock issued and outstanding on April 12, 2024, the record date for the meeting, were represented at the Annual Meeting. Each share of common stock was entitled to one vote at the Annual Meeting.
At the Annual Meeting, the Company’s stockholders (i) elected each of the Company’s four Class I Director nominees to serve a three-year term expiring at the annual meeting of stockholders in 2027, (ii) approved the 2023 compensation for the Company’s named executive officers, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The results of the voting on proposals presented at the Annual Meeting were as follows:
Proposal No. 1: Election of Directors.
Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Vote |
Cleveland A. Christophe |
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56,016,803 |
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43,800,444 |
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140,447 |
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6,147,384 |
W. Bradley Hayes |
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91,460,237 |
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8,390,809 |
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106,648 |
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6,147,384 |
Brett N. Milgrim |
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89,959,029 |
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9,945,421 |
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53,244 |
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6,147,384 |
David E. Rush |
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92,298,403 |
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7,603,667 |
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55,624 |
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6,147,384 |
Proposal No. 2: Advisory vote on the 2023 compensation of the Company’s named executive officers.
For |
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Against |
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Abstain |
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Broker Non-Vote |
94,835,400 |
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5,040,587 |
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81,705 |
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6,147,384 |
Proposal No. 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for year 2024.
For |
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Against |
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Abstain |
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Broker Non-Vote |
100,624,533 |
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5,428,484 |
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52,061 |
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0 |
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.
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BUILDERS FIRSTSOURCE, INC. |
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Date: |
June 4, 2024 |
By: |
/s/ Timothy D. Johnson |
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Executive Vice President, General Counsel and |