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EX-10.3 - BEACON ROOFING SUPPLY INC | v210667_ex10-3.htm |
EX-10.2 - BEACON ROOFING SUPPLY INC | v210667_ex10-2.htm |
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):
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February
10, 2011
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(February
8, 2011)
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BEACON
ROOFING SUPPLY, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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(State
or Other Jurisdiction of Incorporation)
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000-50924
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36-4173371
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(Commission
File Number)
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(IRS
Employer
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Identification
No.)
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1
Lakeland Park Drive
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Peabody,
MA
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01960
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(877)
645-7663
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(Registrant’s
telephone number, including area
code)
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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))
Item 5.02(e) Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
As
reported below, on February 8, 2011, shareholders of Beacon Roofing Supply,
Inc. (the “Company”) approved the Amended and Restated 2004 Stock Plan (the
“Plan”). The Plan, which appears as Appendix A to the Company’s Proxy Statement
for the Annual Meeting held on February 8, 2011, is hereby incorporated by
reference. The Plan contains the following material changes from the plan that
was in effect prior to the amendment and restatement:
Number of Shares
Subject to Award. The number of shares issuable under the Plan
has been increased from 5,050,000 to 7,800,000 shares. In addition, the
following limitations have been revised:
Awards Other than Stock
Options: The maximum number of shares issuable as stock awards
and/or stock unit awards is limited to 962,500 shares.
Incentive Stock
Options: The maximum number of shares issuable as incentive
stock options has been increased from 5,050,000 to 7,800,000
shares.
Stock
Units. The Plan has been modified to permit the issuance of
stock units and establish the restrictions, terms and conditions of such units.
Prior to its current amendment and restatement, the Plan provided only for stock
options and stock awards.
Shares Available
Under the Plan. The Plan no longer permits grants under the
Plan with respect to shares used to pay the exercise price of a stock option or
required tax withholding. Rather, these shares count against the aggregate
number of shares available for issuance under the Plan. Prior to its current
amendment and restatement, shares used to pay the stock option exercise price or
tax withholding did not count against the number of shares issued under the Plan
and could again be available for issuance.
Dividends on
Performance-Based Stock Awards. The Plan requires that
dividends otherwise payable with respect to performance-based stock awards, or
dividend equivalents payable with respect to performance-based stock unit
awards, be held by the Company and only paid to the holder of such an award to
the extent the related performance goals are satisfied. In addition, the
Company’s Compensation Committee may hold dividends and dividend equivalents
payable with respect to time-based stock or stock unit awards until the
restrictions lapse. Prior to its current amendment and restatement, the Plan
provided for dividend payments to be made with respect to all restricted stock
awards at the same time dividends were paid on common stock
generally.
Minimum
Vesting. The Plan generally requires minimum vesting
requirements for stock awards and stock unit awards, whereby restrictions on
performance-based awards do not lapse until the first anniversary of the date of
grant and restrictions on time-based awards do not lapse until the third
anniversary of the date of grant. The Compensation Committee has the discretion
to accelerate vesting in the event of the participant’s termination of
employment without cause. Prior to its amendment and restatement, the Plan had
no minimum vesting provisions.
Payment of Option
Exercise Price. The Plan permits an optionholder to pay the
option exercise price by having withheld shares that would otherwise be issuable
pursuant to the option exercise withheld. Prior to its current amendment and
restatement, the Plan permitted this payment alternative only to pay the
withholding taxes associated with an award under the Plan.
Change in
Control. In the event there is a Change in Control of the
Company (as defined in the Plan), the Compensation Committee can provide for the
cash-out of a stock award or stock unit award, in which case the holder of such
an award would receive an amount equal to the then fair market value of the
shares subject to the award. Prior to its amendment and restatement, the Plan
did not expressly provide for this action to be taken upon a Change in
Control.
Repricing. The
Plan requires that any amendment to the Plan or a stock option agreement that
results in a repricing of a stock option requires prior approval of
stockholders. Prior to its current amendment and restatement, repricing of stock
options was prohibited.
Term. The
term of the Plan has been extended from October 22, 2017 to February 8, 2021
(i.e., the end of the
10-year period following the date the stockholders approved the Plan as amended
and restated).
Forms of
restricted stock and restricted stock unit agreements under the Plan are
attached hereto as Exhibits 10.2 and 10.3, respectively.
Item
5.07 Submission of Matters to a Vote of Security
Holders.
(a) Annual
Meeting of Shareholders
The
Annual Meeting of the Company was held on February 8, 2011.
2
(b) Voting
Results
1.)
Shareholders approved the Company’s Amended and Restated 2004 Stock Plan. The
final votes were:
For
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36,469,351 | |||
Against
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4,340,494 | |||
Abstain
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340,993 | |||
Broker
Non-Votes
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2,249,295 |
2.)
Shareholders elected eight directors to hold office until the 2012 Annual
Meeting of Shareholders or until their successors are elected and
qualified. The final votes with respect to each director nominee
were:
For
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Withheld
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Broker
Non-Votes
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||||||||||
Robert
R. Buck
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40,458,649 | 692,189 | 2,249,295 | |||||||||
Paul
M. Isabella
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40,369,360 | 781,478 | 2,249,295 | |||||||||
H.
Arthur Bellows, Jr.
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40,609,968 | 540,870 | 2,249,295 | |||||||||
James
J. Gaffney
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40,539,658 | 611,180 | 2,249,295 | |||||||||
Peter
M. Gotsch
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40,548,680 | 602,158 | 2,249,295 | |||||||||
Andrew
R. Logie
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38,831,241 | 2,319,597 | 2,249,295 | |||||||||
Stuart
A. Randle
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40,608,554 | 542,284 | 2,249,295 | |||||||||
Wilson
B. Sexton
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40,610,068 | 540,770 | 2,249,295 |
3.)
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, 2011. The final votes
were:
43,235,399 | ||||
Against
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83,663 | |||
Abstain
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81,071 | |||
Broker
Non-Votes
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0 |
4.)
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
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39,121,353 | |||
Against
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1,442,873 | |||
Abstain
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586,612 | |||
Broker
Non-Votes
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2,249,295 |
5.)
Shareholders voted to have the Company hold a vote every year to approve the
compensation for our named executive officers on a non-binding,
advisory basis. The final votes were:
One
Year
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20,863,291 | |||
Two
Years
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49,733 | |||
Three
Years
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19,811,498 | |||
Abstain
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426,316 | |||
Broker
Non-Votes
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2,249,295 |
3
Item 9.01 Financial
Statements and Exhibits.
(d)
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Exhibits
are set forth on the attached exhibit
index.
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Exhibit
Index
Exhibit
Number
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Description
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10.1
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Beacon
Roofing Supply, Inc. Amended and Restated 2004 Stock Plan
(incorporated by reference to Appendix A to the Company’s 2011
Proxy Statement for the Annual Meeting held on February 8,
2011)*
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10.2
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Form
of Beacon Roofing Supply, Inc. 2004 Stock Plan Restricted Stock Award
Agreement.*
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10.3
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Form
of Beacon Roofing Supply, Inc. 2004 Stock Plan Restricted Stock Unit
Agreement for Non-Employee Directors.*
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*
Compensatory plan or arrangement.
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4
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.
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Date:
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February
10, 2011
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By:
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/s/
David R. Grace
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David
R. Grace
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Executive
Vice President & CFO
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