8-K

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): May 26, 2016

SUMMIT MATERIALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-36873	47-1984212
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1550 Wynkoop Street, 3rd Floor Denver, Colorado	80202
(Address of Principal Executive Offices)	(Zip Code)

(303) 893-0012

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or 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:

o Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2016, the Board of Directors (the “Board”) of Summit Materials, Inc. (the “Company”) increased the size of the Board from seven to eight members and appointed Joseph S. Cantie as a director of the Company, effective immediately, to fill the resulting vacancy.  The Board affirmatively determined that Mr. Cantie is independent under the guidelines for director independence set forth in the Company’s Corporate Governance Guidelines and under applicable New York Stock Exchange rules.  Mr. Cantie will serve as a Class I director whose term will expire at the Company’s 2019 annual meeting of stockholders.  Mr. Cantie was also appointed to serve on the Audit Committee of the Board.

Mr. Cantie will receive the Company’s standard compensation provided for directors who are not employees of the Company or The Blackstone Group L.P., which consists of an annual cash retainer of $100,000, prorated for Mr. Cantie’s service in 2016, and an annual equity award valued at $100,000.  In addition, the chairperson of the Board receives an additional $150,000 in cash compensation, and the respective chairpersons of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee (unless such chairperson is also the chairperson of the Board) receive an additional $15,000, $10,000 and $10,000, respectively, in cash compensation. Directors who are not employed by the Company or The Blackstone Group L.P. may also receive compensation, from time to time, for service on any special committees of the Board. The Company may reimburse directors for any reasonable expenses incurred by them in connection with services provided in such capacity.

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

On May 26, 2016, the Company held its 2016 annual meeting of stockholders.  At the annual meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2016 (the “Proxy Statement”).  The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 — Election of Directors

At the annual meeting, the Company’s stockholders elected the persons listed below as Class I directors for a three-year term expiring at the Company’s 2019 annual meeting of stockholders or until their respective successors are duly elected and qualified:

	Votes For	Votes Withheld	Broker Non-Votes
Thomas W. Hill	74,941,771	16,752,992	4,481,430
Neil P. Simpkins	64,330,405	27,364,358	4,481,430

Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
95,512,206	629,169	34,818	N/A

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Proposal No. 3 — Non-Binding Vote on Executive Compensation

The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
89,185,550	2,465,573	43,640	4,481,430

Proposal No. 4 — Non-Binding Vote on the Frequency of Future Advisory Votes on Executive Compensation

The Company’s stockholders voted, in a non-binding advisory vote, on whether a stockholder vote to approve the compensation paid to the Company’s named executive officers should occur every one, two or three years as set forth below.

1 Year	2 Years	3 Years	Votes Abstained	Broker Non-Votes
86,188,103	3,544,563	1,924,682	37,415	4,481,430

In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.

Item 7.01.Regulation FD Disclosure.

On May 26, 2016, the Company issued a press release announcing the results of the 2016 annual meeting of stockholders and the appointment of Mr. Cantie to the Board. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99,1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

99.1Press Release of Summit Materials, Inc. dated May 26, 2016.

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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.

	SUMMIT MATERIALS, INC.
Date: May 31, 2016	By:	/s/ Anne Lee Benedict
	Name:	Anne Lee Benedict
	Title:	Executive Vice President, Chief Legal Officer and Secretary

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release of Summit Materials, Inc. dated May 26, 2016.

5

EX-99.1

Exhibit 99.1

Summit Materials Announces Annual Meeting Results and Appointment of Joseph Cantie to its Board

Denver, Colorado May 26, 2016 —Summit Materials, Inc. (NYSE: SUM, “Summit” or the “Company”), a leading vertically integrated construction materials company, today announced the results of its 2016 Annual Meeting of Stockholders (the “Annual Meeting”), which was held on Thursday, May 26, 2016. Stockholders of record as of April 1, 2016 were entitled to vote at the Annual Meeting.

The following items were presented for stockholder approval:

·To elect the two nominees for director named in the Proxy Statement to serve until the 2019 Annual Meeting of Stockholders and until their respective successors are elected and qualified;

·To ratify the appointment of KPMG LLP (“KPMG”) as independent auditors for fiscal year ending December 31, 2016;

·To approve, on a nonbinding advisory basis, the compensation of named executive officers, as disclosed in the Proxy Statement;

·To indicate, on a nonbinding advisory basis, whether a nonbinding advisory stockholder vote to approve the compensation of named executive officers should occur every one, two, or three years.

Following a tabulation of the total votes cast at the Annual Meeting, the proposal for election of each of the Summit Materials Board of Director’s nominee for directors passed; the vote to ratify the appointment of KPMG LLP (“KPMG”) as independent auditors for fiscal year ending December 31, 2016 passed; the vote to approve on a nonbinding advisory basis, the compensation of named executive officers, as disclosed in the Proxy Statement, passed; the vote to indicate, on a nonbinding advisory basis, whether a nonbinding advisory stockholder vote to approve the compensation of named executive officers should occur every one, two, or three years passed, providing that every year a nonbinding advisory stockholder vote to approve the compensation of named executive officers should occur.  The final voting results for each proposal will be filed with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K and will be available for viewing on the Company’s website at. www.summit-materials.com.

Summit also today announced that its board of directors has appointed Joseph S. Cantie as a new director, also serving on the Audit Committee. Mr. Cantie has more than 30 years of financial and operating experience primarily in the industrials sector. With the appointment of Mr. Cantie, Summit’s board now comprises eight members.

Tom Hill, CEO of Summit, stated, “We are thrilled to add Joe to our board of directors. His combined financial and operating experience, along with his tenure at a big four accounting firm, provide a diversified knowledge base and additional perspective to our growing Company. We look forward to his positive contribution to Summit as we continue to demonstrate the strength of our materials based-strategy, successful acquisition track record and commitment to further expanding Adjusted EBITDA to generate additional shareholder value.”

Howard Lance, Chairman of Summit, added, “Joe will be a significant addition to our board given his past experience and we are pleased to welcome him as a new independent director. I look forward to working with him, along with the rest of the board to further advance our strategic goals and objectives.”

Mr. Cantie is the former Executive Vice President and Chief Financial Officer of ZF TRW, a division of ZF Friedrichshafen AG (“ZF”), a global automotive supplier, a position he held from May 2015 until January 2016. He served in similar roles at TRW Automotive Holdings Corp., which was acquired by ZF. Industries in May 2015, since 2003. Prior to that time, Mr. Cantie held other executive positions at TRW, which he joined in 1999. From 1996 to 1999, Mr. Cantie served in several executive positions with LucasVarity Plc, including serving as Vice President and Controller. Prior to joining LucasVarity, Mr. Cantie spent 10 years with KPMG. He is currently a director for TopBuild Corp. where he serves on the Audit, Compensation and Governance Committees, and for Delphi Automotive PLC where he serves on the Audit and Finance Committees. Mr. Cantie is a certified public accountant and holds a Bachelor of Science degree from the State University of New York at Buffalo.

About Summit Materials

Summit Materials is a leading vertically integrated construction materials company that supplies aggregates, cement, ready-mix concrete and asphalt in the United States and British Columbia, Canada.  Summit is a geographically diverse, aggregates-based business of scale that offers customers a single-source provider of construction materials and related downstream products in the residential, nonresidential, and public infrastructure end markets.  Summit has a strong track record of successful acquisitions since its founding and continues to pursue growth opportunities in new and existing markets.

For more information about Summit Materials, please visit www.summit-materials.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including with respect to Summit’s anticipated benefits from its acquisitions. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, forward-looking statements may be identified by the use of words such as “may,” “will,” “should,” “anticipate,” “believe,” “expect,” “intend,” “estimate,” “plan,” “outlook” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of solely historical matters. Forward-looking statements are based on information available at the time those statements are made and/or management’s reasonable belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements.  A discussion of factors that may affect future results is contained in Summit’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016 filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time by Summit’s subsequent filings with the SEC.  Summit does not intend, and disclaims any obligation, to publicly update or revise any forward-looking statements after the date hereof, except as required by federal securities laws.

Contact:

Investor Relations:

303-515-5159
investorrelations@summit-materials.com

Media Contact:

303-515-5158

mediarelations@summit-materials.com