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): May 15, 2014
BLUELINX HOLDINGS INC.
(Exact name of registrant specified in its charter)
Delaware 001-32383 77-0627356
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 15, 2014, BlueLinx Holdings Inc. (the "Company") held its Annual Meeting of Stockholders to (1) elect nine directors to hold office until the 2015 Annual Meeting of Stockholders or until their successors are duly elected and qualified, (2) ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2014, and (3) approve the advisory, non-binding resolution regarding the executive compensation described in the Company's Proxy Statement.
At the close of business of April 4, 2014, the record date, an aggregate of 87,601,516 shares of the Company's common stock were issued and outstanding. At the meeting 84,222,344 shares of common stock were represented in person or by proxy; therefore, a quorum was present.
At the May 15, 2014 Annual Meeting of Stockholders, the Company's stockholders voted as follows:
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(1)
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For the election of the below-named nominees to the Board of Directors of the Company:
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Nominees
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Number of
Votes For
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Number of
Votes Withheld
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Broker
Non-Votes
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Kim S. Fennebresque
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73,144,740
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1,852,082
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9,225,522
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Richard S. Grant
Roy W. Haley
Ronald E. Kolka
Mitchell B. Lewis
Steven F. Mayer
Gregory S. Nixon
Alan H. Schumacher
M. Richard Warner
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72,781,554
73,284,778
64,106,537
64,985,693
64,091,378
72,781,358
72,626,014
72,256,031
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2,215,268
1,712,044
10,890,285
10,011,129
10,905,444
2,215,464
2,370,808
2,740,791
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9,225,522
9,225,522
9,225,522
9,225,522
9,225,522
9,225,522
9,225,522
9,225,522
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(2)
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For the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2014:
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For
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Against
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Abstain
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83,647,954
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558,036
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16,354
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(3) For the approval of the advisory, non-binding resolution regarding the executive compensation described in the Company’s Proxy Statement:
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For
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Against
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Abstain
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Broker Non-Vote
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73,215,142
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1,731,611
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50,069
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9,225,522
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Item 8.01. Other Events.
On May 20, 2014, the Company consummated the sale of its distribution center located in Portland, Oregon. The approximately 109,100 square-foot distribution center sold for $7.2 million. The Company expects to record a gain of approximately $4.9 million related to this transaction in the second quarter of 2014 as a reduction of operating expense. The Company will use the proceeds from the sale to pay down debt.
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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BLUELINX HOLDINGS INC.
By: /s/ Sara E. Epstein
Sara E. Epstein
Corporate Secretary
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Dated: May 20, 2014