8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 13, 2021

TopBuild Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-36870	47-3096382
(State or other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

475 North Williamson Boulevard Daytona Beach, Florida	32114
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (386) 304-2200

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 (see General Instruction A.2. below):

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BLD	New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 13, the Board of Directors (the “Board”) of TopBuild Corp., a Delaware corporation (the “Company”), expanded the size of the Board from seven to eight persons and appointed Ernesto Bautista III to serve as a Director for a term expiring at the 2022 Annual Meeting of Stockholders. The Board also appointed Mr. Bautista to serve on the Board’s Audit Committee, Compensation Committee, and Governance Committee.

Mr. Bautista in currently Chief Financial officer of BJ Energy Solutions LLC, an oil and gas service company. Prior to joining BJ Energy Solutions this year, Bautista served as Vice President, Chief Financial Officer and Treasurer of CARBO Ceramics Inc. (NYSE:CRR) from 2009 to 2020. In addition, Bautista served in several senior management roles at W-H Energy Services, Inc. (NYSE:WHQ), ultimately serving as Vice President and Chief Financial Officer prior to the Company’s sale to Smith International Inc. Mr. Bautista is a Certified Public Accountant (Texas) and holds Bachelor’s and Master’s degrees from Rice University.

Mr. Bautista will participate in the standard non-employee director compensation arrangements described in the Company’s 2021 Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2021.

There are no arrangements or understandings between Mr. Bautista and any other person pursuant to which Mr. Bautista was appointed to the Board. Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which Mr. Bautista was or is to be a participant and in which any related person had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.

Item 7.01 Regulation FD Disclosure.

On September 13, 2021, TopBuild issued a press release announcing the Board’s appointment of Mr. Bautista. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by TopBuild under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
99.1	Press Release dated September 13, 2021
104	Cover Page Interactive Data File (formatted as Inline XBRL)

2

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.

	TOPBUILD CORP.
	By:	/s/ John S. Peterson
		Name:	John S. Peterson
		Title:	Vice President and Chief Financial Officer
Dated: September 13, 2021

3

EX-99.1

Exhibit 99.1

TopBuild Welcomes Ernesto Bautista, III

to its Board of Directors

DAYTONA BEACH, FL – September 13, 2021 — TopBuild Corp.(NYSE:BLD), the leading purchaser, installer and distributor of insulation products to the U.S. construction industry, has appointed Ernesto Bautista, III, Chief Financial officer of BJ Energy Solutions LLC, an oil and gas service company, to the Company’s board of directors, which is now comprised of eight members.  

Alec Covington, Chairman of the Board of TopBuild, said, “We are excited to add Ernesto to our Board of Directors.  He brings extensive business experience, having served as the chief financial officer for multiple publicly traded companies for over 15 years.  His strong financial expertise will complement and further enhance the skills and perspectives represented on our Board.”

Robert Buck, President and Chief Executive Officer of TopBuild, noted, “The TopBuild senior leadership team is looking forward to working with Ernesto during this time of growth at our Company.  His extensive corporate strategy and financial management and analysis background will serve our Company well.”

Prior to joining BJ Energy Solutions this year, Bautista served as Vice President, Chief Financial Officer and Treasurer of CARBO Ceramics Inc. (NYSE:CRR) from 2009 to 2020.  In addition, Bautista served in several senior management roles at W-H Energy Services, Inc. (NYSE:WHQ), ultimately serving as Vice President and Chief Financial Officer prior to the Company’s sale to Smith International Inc.

Bautista is a Certified Public Accountant (Texas) and holds Bachelor’s and Master’s degrees from Rice University.

About TopBuild

TopBuild Corp., a Fortune 1000 Company headquartered in Daytona Beach, Florida, is a leading installer and distributor of insulation and building material products to the U.S. construction industry. We provide insulation and building material services nationwide through TruTeam^®, which has approximately 235 branches, and through Service Partners^®which distributes insulation and building material products from approximately 75 branches. We leverage our national footprint to gain economies of scale while capitalizing on our local market presence to forge strong relationships with our customers.  To learn more about TopBuild please visit our website at www.topbuild.com.

Investor Relations and Media Contact

Tabitha Zane

tabitha.zane@topbuild.com

386-763-8801

XML

Document and Entity Information	Sep. 13, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Sep. 13, 2021
Entity File Number	001-36870
Entity Registrant Name	TopBuild Corp
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-3096382
Entity Address, Address Line One	475 North Williamson Boulevard
Entity Address, State or Province	FL
Entity Address, City or Town	Daytona Beach
Entity Address, Postal Zip Code	32114
City Area Code	386
Local Phone Number	304-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	BLD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001633931
Amendment Flag	false