UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors (the “Board”) of GMS Inc. (the “Company”) appointed W. Bradley Southern as a director, effective January 19, 2024, to serve until the 2024 annual meeting of the Company’s stockholders (the “2024 Annual Meeting”) or until his earlier resignation or removal. The Board also appointed Mr. Southern to serve on the Human Capital Management and Compensation and the Nominating and Corporate Governance Committees of the Board. The Board has determined that Mr. Southern is “independent” under the Corporate Governance Standards of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines.
Mr. Southern, age 64, currently serves as the Chairperson of the Board and Chief Executive Officer of Louisiana-Pacific, Corporation (“LP”). Mr. Southern, who joined LP in 1999, served in numerous operational and leadership positions of increasing responsibility. Mr. Southern currently serves on the board of directors of The Forest Products Association of Canada and the Nashville Branch of the Federal Reserve Bank of Atlanta. He previously served on the board of directors of Astec Industries, Inc., the Keller Group, and Saltco Land and Timber Company.
Mr. Southern will participate in the Company’s standard non-employee director compensation arrangements as described in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission on August 25, 2023.
On January 19, 2024, Peter C. Browning notified the Board of his intention to not stand for re-election at the 2024 Annual Meeting and retire from the Board at such time. Mr. Browning’s decision to not stand for re-election and to retire from the Board at the 2024 Annual Meeting is not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description |
| 99.1 | Press release announcing the appointment of a director of GMS Inc. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| GMS INC. | |||
| Date: January 23, 2024 | By: | /s/ Scott M. Deakin | |
| Name: | Scott M. Deakin | ||
| Title: | Chief Financial Officer | ||