8-K
BlueLinx Holdings Inc. (BXC)
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): August 31, 2022
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<br>incorporation) | File Number) | Identification No.) |
| 1950 Spectrum Circle, Suite 300, Marietta, GA | 30067 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (770) 953-7000
_________________________________________________
(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 (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)) |
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 under 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August 31, 2022, the Board of Directors (the “Board”) of BlueLinx Holdings Inc. (the “Company”) increased the size of the Board from six to eight directors, and appointed Ms. Marietta Edmunds Zakas and Mr. Kevin Haas as directors, effective August 31, 2022, with terms expiring at the 2023 annual meeting of the Company’s stockholders. The Board has determined that Ms. Zakas and Mr. Haas are “independent” under the corporate governance standards of the New York Stock Exchange.
The Board also appointed Ms. Zakas to the Audit Committee and the Nominating and Governance Committee of the Board and Mr. Haas to the Compensation Committee of the Board.
Ms. Zakas and Mr. Haas will receive compensation for their service as non-employee directors in accordance with the Company’s annual director compensation program as disclosed in the Company’s most recent proxy statement, which may be modified by the Board, from time to time.
There are no arrangements or understandings between Ms. Zakas and any other persons pursuant to which Ms. Zakas was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding Ms. Zakas that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
There are no arrangements or understandings between Mr. Haas and any other persons pursuant to which Mr. Haas was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or are currently proposed, regarding Mr. Haas that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The press release announcing the appointment of Ms. Zakas and Mr. Haas to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
The following exhibits are attached with this Current Report on Form 8-K:
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Press Release datedAugust31, 2022 |
| 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. | ||
|---|---|---|
| (Registrant) | ||
| Dated: August 31, 2022 | By: | /s/ Shyam K. Reddy |
| Shyam K. Reddy | ||
| Chief Legal and Sustainability Officer |
Document
Exhibit 99.1
BlueLinx Expands Board of Directors Adding
Keith A. Haas and Marietta Edmunds Zakas
MARIETTA, GA, August 31, 2022 - BlueLinx Holdings Inc. (NYSE: BXC), a leading U.S. wholesale distributor of building products, announced today that Keith A. Haas and Marietta (“Martie") Edmunds Zakas were appointed as new directors by the company’s Board of Directors, increasing the size of the Board to eight directors, including six independent directors.
“We are excited to welcome two accomplished professionals in Keith and Martie to BlueLinx’s Board of Directors,” said Kim Fennebresque, non-executive Chairman of BlueLinx. “Keith’s deep operations and industry expertise in building products and Martie’s expertise in strategy, corporate development, and finance strengthen and diversify our Board while also complementing our specialty products growth strategy as we continue our transformation into the preeminent North American building products distributor.”
Keith A. Haas
Keith Haas currently serves as a non-executive director at Northwest Hardwoods and has over 25 years of operational leadership experience in the building products industry. Most recently, he served as Group Executive, Commercial at CRH plc where he had increasing executive leadership responsibilities in a diverse range of building products manufacturing and distribution. From 2019 to 2020 Mr. Haas served as President of CRH’s global Building Products Division, and from 2016 to 2018 as President of its Americas Products & Distribution Division. Mr. Haas also served as the Chief Executive Officer of CRH operating subsidiaries Oldcastle Architectural from 2008 to 2010 and Oldcastle Building Products from 2011 to 2015. He joined Oldcastle, Inc. in 1995 as Assistant Vice President of Business Development after beginning his career at Amoco Chemical Company as a project engineer. Mr. Haas earned a Bachelor of Science degree in Mechanical Engineering from the Georgia Institute of Technology and a Master of Business Administration degree from Georgia State University.
Martie Edmunds Zakas
Martie Edmunds Zakas currently serves as Executive Vice President and Chief Financial Officer of Mueller Water Products (NYSE: MWA), a $1.2 billion leading manufacturer of products and services used in the transmission, distribution, and measurement of water in North America. She has led Mueller Water Products' strategic planning, investor relations and corporate communications activities since 2006. Prior to that, Ms. Zakas spent five years with Russell Corporation, a $1.4 billion athletic apparel, footwear and equipment company, where she held a variety of positions culminating in her role as Corporate Vice President, Chief of Staff, Business Development and Treasurer. From 1993 to 2000, Ms. Zakas served as Corporate Vice President, Director of Investor Relations and Corporate Secretary for Equifax, Inc., a consumer and commercial credit reporting agency. Ms. Zakas earned a Bachelor of Arts degree with honors from Randolph Macon Woman’s College (now known as Randolph College), a Master of Business Administration degree from the University of Virginia Darden School of Business and a Juris Doctor from the University of Virginia School of Law. Ms. Zakas served for 11 years as a non-executive Director at Atlantic Capital Bank and Atlantic Capital Bancshares including serving as the Audit Committee Chair.
ABOUT BLUELINX
BlueLinx (NYSE: BXC) is a leading U.S. wholesale distributor of residential and commercial building products with both branded and private-label SKUs across product categories such as lumber, panels, engineered wood, siding, millwork, and industrial products. With a strong market position, broad geographic coverage footprint servicing over 45 states, and the strength of a locally focused sales force, we distribute our comprehensive range of products to approximately 15,000 customers including national home centers, pro dealers, cooperatives, specialty distributors, regional and local dealers and industrial manufacturers. BlueLinx provides a wide range of value-added services and solutions to our customers and suppliers. We are headquartered in Georgia, with executive offices located at 1950 Spectrum Circle, Marietta, Georgia, and we operate our distribution business through a broad network of distribution centers. BlueLinx encourages investors to visit its website, www.BlueLinxCo.com, which is updated regularly with financial and other important information about BlueLinx.
INVESTOR & MEDIA CONTACTS
Ryan Taylor, VP Investor Relations & Treasury
BlueLinx Holdings Inc.
investor@bluelinxco.com
Seth Freeman, VP Marketing & Communications
BlueLinx Holdings Inc.
Seth.Freeman@bluelinxco.com
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