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 24, 2017
Builders FirstSource, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 0-51357 | 52-2084569 | |
| (Commission File Number) | (IRS Employer Identification No.) |
2001 Bryan Street, Suite 1600, Dallas, Texas 75201
(Address of Principal Executive Offices)
(214) 880-3500
(Registrant’s Telephone Number, Including Area Code)
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:
| ☐ | 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)) |
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. |
The Company’s annual meeting of stockholders was held on May 24, 2017. The owners of 104,795,785 shares of the Company’s common stock, representing 93.3% of the voting power of all of the shares of common stock issued and outstanding on March 31, 2017, 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.
Our stockholders elected each of the following individuals as a director of the Company for a term of three years: Mr. Paul S. Levy (92,929,488 votes in favor and 329,140 votes withheld), Mr. Cleveland A. Christophe (92,263,148 votes in favor and 995,480 votes withheld), and Mr. Craig A. Steinke (88,758,566 votes in favor and 4,500,062 votes withheld). There were 11,537,157 broker non-votes with regard to the election of directors.
In a non-binding vote, our stockholders approved the 2016 compensation for the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation, with 92,013,328 votes in favor, 1,230,918 votes against, 14,382 abstentions, and 11,537,157 broker non-votes.
In a non-binding vote on the frequency of advisory votes on executive compensation, our stockholders selected an annual vote, with 36,299,615 votes for three years, 65,590 votes for two years, 56,242,176 votes for one year, 651,247 abstentions, and 11,537,157 broker non-votes.
Our stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2017, with 103,159,491 votes in favor, 646,897 votes against, and 989,397 abstentions.
SIGNATURE
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.
| BUILDERS FIRSTSOURCE, INC. | ||
| By: | /s/ Donald F. McAleenan | |
| Donald F. McAleenan | ||
| Senior Vice President, General Counsel, and Secretary | ||
Dated: May 25, 2017