UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors (the “Board”) of GMS Inc. (the “Company”) appointed Randolph W. Melville as a director, effective November 6, 2020, to serve until the 2021 annual meeting of the Company’s stockholders or until his earlier resignation or removal. The Board also appointed Mr. Melville to serve on the Audit and the Nominating and Corporate Governance Committees of the Board. The Board has determined that Mr. Melville is “independent” under the Corporate Governance Standards of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines.
Mr. Melville, age 61, most recently served as Senior Vice President and General Manager for the Western Division of PepsiCo’s Frito-Lay North America until his retirement in 2017. Prior to this role, Mr. Melville, who joined Frito-Lay in 1993, served in numerous positions of increasing responsibility covering operations, sales and marketing, customer engagement and strategy. He also served as Vice President of Urban/Ethnic marketing for PepsiCo, parent company of Frito-Lay, from 2001 to 2003. Mr. Melville served as a Senior Vice President at Maytag Corporation and held various leadership positions in sales and marketing with Procter & Gamble Distributing Company earlier in his career. Mr. Melville currently serves as the Lead Independent Director of Saia, Inc., a logistics services company, and on the Board of Trustees of The Northwestern Mutual Life Insurance Company. He also previously served as an independent director and member of the compensation committee of Interline Brands, Inc.
Mr. Melville will participate in the Company’s standard non-employee director compensation arrangements as described in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission on August 27, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description |
| 10.1 | Form of Nonqualified Stock Option Agreement under the GMS Inc. 2020 Equity Incentive Plan. |
| 10.2 | Form of Restricted Stock Unit Agreement under the GMS Inc. 2020 Equity Incentive Plan. |
| 99.1 | Press release announcing the appointment of a director of GMS Inc. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| GMS INC. | |||
| Date: November 10, 2020 | By: | /s/ Scott M. Deakin | |
| Name: | Scott M. Deakin | ||
| Title: | Chief Financial Officer | ||