UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.07Submission of Matters to a Vote of Security Holders.
On June 29, 2026, at 9:00 a.m., Eastern Time, TopBuild Corp. (the “Company”) held a virtual special meeting of the Company’s stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on and approved a proposal (the “TopBuild Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of April 18, 2026 (the “Merger Agreement”), by and among the Company, QXO, Inc., a Delaware corporation (“QXO”), Titanium MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of QXO (“Forward Merger Sub”), pursuant to which, subject to the terms and conditions set forth therein, (a) Titanium Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of QXO (the “Titanium Merger”), and (b) immediately following the Titanium Merger, the Company will merge with and into Forward Merger Sub, with Forward Merger Sub continuing as the surviving company (together with the Titanium Merger, the “Mergers”). Prior to the Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) to its stockholders describing (i) the Special Meeting, (ii) the Mergers, (iii) the TopBuild Merger Proposal, (iv) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Mergers and as contemplated by the Merger Agreement (the “TopBuild Compensation Proposal”), (v) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “TopBuild Adjournment Proposal”) and (vi) related information. The Joint Proxy Statement/Prospectus was filed with the U.S. Securities and Exchange Commission on May 29, 2026.
As of the close of business on May 26, 2026, the record date for the Special Meeting, there were 28,024,568 shares of the Company’s common stock issued and outstanding. At the Special Meeting, 23,451,576 shares of the Company’s common stock were represented by proxy or by attending the Special Meeting, representing approximately 84% of the Company’s common stock outstanding as of the record date, which constituted a quorum to conduct business at the Special Meeting. Virtual attendance at the Special Meeting constituted presence in person for purposes of satisfying the quorum and voting requirements. The following are the final voting results on the TopBuild Merger Proposal, the TopBuild Compensation Proposal and the TopBuild Adjournment Proposal, each of which is more fully described in the Joint Proxy Statement/Prospectus.
TopBuild Merger Proposal: The number of shares voted “For” or “Against,” as well as abstentions, with respect to the TopBuild Merger Proposal presented at the Special Meeting were:
For |
| Against |
| Abstain |
18,198,701 |
| 5,243,756 |
| 9,119 |
TopBuild Compensation Proposal: The number of shares voted “For” or “Against,” as well as abstentions, with respect to the TopBuild Compensation Proposal presented at the Special Meeting were:
For |
| Against |
| Abstain |
27,705,362 |
| 1,711,507 |
| 34,707 |
TopBuild Adjournment Proposal: The number of shares voted “For” or “Against,” as well as abstentions, with respect to the TopBuild Adjournment Proposal presented at the Special Meeting were:
For |
| Against |
| Abstain |
19,696,549 |
| 3,742,610 |
| 12,417 |
With respect to the TopBuild Adjournment Proposal, although the TopBuild Adjournment Proposal would have received sufficient votes to be approved, no motion was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
Because each of the TopBuild Merger Proposal, the TopBuild Compensation Proposal and the TopBuild Adjournment Proposal were “non-routine” under applicable rules of the New York Stock Exchange, brokers, banks and other nominees did not have discretionary authority to vote on any such proposals and were not able to vote on any such proposals absent instructions from the beneficial owner. Accordingly, there were not any broker non-votes at the Special Meeting.
Item 7.01Regulation FD Disclosure.
On June 29, 2026, the Company and QXO issued a joint press release announcing the results of the voting at their respective special meetings of stockholders each held on June 29, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in the joint press release and in this Item 7.01 is “furnished” and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act except to the extent such other filing specifically incorporates such information by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Joint Press Release, dated June 29, 2026. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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/ Luis F. Machado | ||
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| Name: | Luis F. Machado |
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| Title: | Vice President, General Counsel and Corporate Secretary |
Dated: June 29, 2026 |
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Exhibit 99.1
QXO and TopBuild Stockholders Overwhelmingly Approve QXO’s Acquisition of TopBuild
GREENWICH, Conn. and DAYTONA BEACH, Fla. – June 29, 2026 – QXO, Inc. (NYSE: QXO) (“QXO”) and TopBuild Corp. (NYSE: BLD) (“TopBuild”) today announced that stockholders of both companies overwhelmingly approved all proposals required for QXO to complete its acquisition of TopBuild at the companies’ respective Special Meetings held today.
Approximately 99% of the votes cast at QXO’s Special Meeting were in favor of approving the issuance of shares of QXO common stock in connection with the transaction. Approximately 78% of the votes cast at TopBuild’s Special Meeting were cast in favor of adopting the merger agreement, representing approximately 65% of all outstanding shares.
The transaction is expected to close on or about July 1, 2026, provided that customary closing conditions are satisfied.
About QXO
QXO, Inc. (NYSE: QXO) is the largest publicly traded distributor of roofing, waterproofing, and related products and the second-largest publicly traded distributor of lumber and building materials in North America. QXO is the fastest growing company in the $800 billion building products distribution industry and plans to become the tech-enabled leader by delivering best-in-class customer satisfaction and outsized returns for its shareholders. The company is targeting $50 billion in annual revenue within the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.
About TopBuild
TopBuild Corp. is North America’s largest distributor and installer of insulation and related building products. The company provides installation and distribution services across residential, commercial, and industrial end markets, including insulation used in walls, attics, floors, and roofing assemblies; complementary products such as gutters, fireproofing, and mechanical insulation; and specialized roofing systems for large-scale buildings such as airports, stadiums, and warehouses. TopBuild operates more than 450 locations across the United States and Canada. Visit TopBuild.com for more information.
Cautionary Statement Regarding Forward-Looking Information
This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed acquisition; (iii) the effect of the pendency of the proposed acquisition on each of QXO’s and TopBuild’s business relationships with employees, customers, or suppliers, or on operating results or the businesses generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of
unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized or may take longer to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive or technological changes; (ix) QXO’s ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties regarding general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and (xi) those risks and uncertainties set forth in QXO’s and TopBuild’s filings with the Securities and Exchange Commission (the “SEC”), including each company’s Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequent Quarterly Reports on Form 10-Q.
Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. Neither QXO nor TopBuild undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.
QXO Contacts:
Media
Joe Checkler
[email protected]
203-609-9650
Investors
Mark Manduca
[email protected]
203-321-3889
TopBuild Contacts:
Media
FTI Consulting
Pat Tucker
Investors
PI Aquino
386-763-8801