8-K
BlueLinx Holdings Inc. (BXC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13or 15(d) of The Securities Exchange Act of 1934
Date of Report (Dateof earliest event reported): May 16, 2024
BlueLinx Holdings Inc.
(Exact name of registrant as specifiedin its charter)
| Delaware | 001-32383 | 77-0627356 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 1950<br> Spectrum Circle, Suite 300, Marietta, Georgia | 30067 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number,
including area code (770) 953-7000
_________________________________________________
(Former name or former address, if changedsince 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 (see General Instruction A.2. below):
| ¨ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br>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 | BXC | 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 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
On May 16, 2024, BlueLinx Holdings Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2024 Annual Meeting”) to (1) elect nine directors to hold office until the Company’s 2025 Annual Meeting of Stockholders, or until their successors are duly elected and qualified; (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending December 28, 2024; and (3) approve an advisory, non-binding resolution regarding the executive compensation described in the Company’s Proxy Statement for the 2024 Annual Meeting.
At the close of business of March 22, 2024, the record date of the 2024 Annual Meeting, an aggregate of 8,661,738 shares of the Company’s common stock were issued and outstanding. At the meeting, 7,125,613 shares of the Company’s common stock were represented in person or by proxy; therefore, a quorum was present.
At the 2024 Annual Meeting, the Company’s stockholders voted as follows:
| (1) | For the election of the below-named nominees to the Board of Directors of the Company: | ||||||
|---|---|---|---|---|---|---|---|
| Nominees | Number of <br><br>Votes For | Number of<br><br> Votes | Broker Non-<br><br>Votes | ||||
| --- | --- | --- | --- | --- | --- | --- | |
| Anuj Dhanda | 6,174,536 | 320,696 | 630,381 | ||||
| Dominic DiNapoli | 5,638,197 | 857,035 | 630,381 | ||||
| Kim S. Fennebresque | 5,661,664 | 833,568 | 630,381 | ||||
| Keith A. Haas | 6,393,628 | 101,604 | 630,381 | ||||
| Mitchell B. Lewis | 6,022,124 | 473,108 | 630,381 | ||||
| Shyam K. Reddy | 6,409,959 | 85,273 | 630,381 | ||||
| J. David Smith | 6,387,536 | 107,696 | 630,381 | ||||
| Carol B. Yancey | 6,410,339 | 84,893 | 630,381 | ||||
| Marietta Edmunds Zakas | 6,185,984 | 309,248 | 630,381 | ||||
| (2) | For the ratification of the appointment of Ernst & Young<br>LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending December<br>28, 2024: | ||||||
| --- | --- | ||||||
| For | Against | Abstain | |||||
| --- | --- | --- | --- | --- | --- | ||
| 7,083,064 | 41,950 | 599 | |||||
| (3) | For the approval of the advisory, non-binding resolution regarding the executive compensation described in the Company’s Proxy<br>Statement for the 2024 Annual Meeting: | ||||||
| --- | --- | ||||||
| For | Against | Abstain | Broker Non-Votes | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| 6,227,216 | 264,458 | 3,558 | 630,381 |
Accordingly, the Company’s stockholders elected the nine director nominees and approved proposals 2 and 3 at the 2024 Annual Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits:
The following exhibits are attached with this Current Report on Form 8-K:
| Exhibit<br> No. | Exhibit<br> Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| BlueLinx Holdings Inc. | ||
|---|---|---|
| Dated: May 21, 2024 | By: | /s/ Shyam K. Reddy |
| Shyam K. Reddy | ||
| President and Chief Executive Officer |