8-K 1 annualshareholdermeeting20.htm 8-K Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 26, 2020 (May 21, 2020)    


BlueLinx Holdings Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
 
001-32383
 
77-062735
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
1950 Spectrum Circle, 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 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):
 
o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communication 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 o
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. o






Item 5.07
Submission of Matters to a Vote of Security Holders.

On May 21, 2020, BlueLinx Holdings Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2020 Annual Meeting”) to (1) elect six directors to hold office until the Company’s 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified; (2) ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending January 2, 2021; and (3) approve a non-binding, advisory resolution regarding the executive compensation described in the Company’s Proxy Statement for the 2020 Annual Meeting.

At the close of business of March 26, 2020, the record date for the 2020 Annual Meeting, an aggregate of 9,366,641 shares of the Company’s common stock were issued and outstanding. At the meeting, 7,530,507 shares of common stock were represented in person or by proxy; therefore, a quorum was present.

At the 2020 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
Votes For
 
Number of
Votes Withheld
 
Broker
Non-Votes
Karel K. Czanderna
 
5,153,355
 
307,697
 
2,069,455
Dominic DiNapoli
 
4,930,139
 
530,913
 
2,069,455
Kim S. Fennebresque
 
5,196,656
 
264,396
 
2,069,455
Mitchell B. Lewis
 
5,408,208
 
52,844
 
2,069,455
Alan H. Schumacher
 
5,052,636
 
408,416
 
2,069,455
J. David Smith
 
5,175,062
 
285,990
 
2,069,455

(2) For the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending January 2, 2021:
For
 
Against
 
Abstain
 
 
7,523,063
 
5,005
 
2,439
 
 

(3) For the approval of the non-binding, advisory resolution regarding the executive compensation described in the Company’s Proxy Statement for the 2020 Annual Meeting:
For
 
Against
 
Abstain
 
Broker Non-Votes
4,820,899
 
78,778
 
561,375
 
2,069,455

Accordingly, the Company’s stockholders elected the six director nominees and approved proposals 2 and 3 at the 2020 Annual Meeting.






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 26, 2020
By:
/s/ Justin B. Heineman
 
 
 
Justin B. Heineman
 
 
 
Vice President, General Counsel & Corporate Secretary