Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Plan provides for discretionary awards of stock options, stock, stock units and stock appreciation rights ("SARs") to selected employees and non-employee directors.
The material terms of the Plan are as follows: The Plan is administered by the compensation committee of the Board of Directors (the "Committee"). The number of shares of common stock that may be issued under the Plan is 5,100,000. Stock options and SARs granted under the Plan and stock options granted after
A more detailed summary of the terms of the Plan appears on pages 9 to 15 of the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) 2014 Annual Meeting of Shareholders
The Annual Meeting of the Company was held on
(b) Voting Results
1.) Shareholders elected eight directors to hold office until the 2015 Annual Meeting of Shareholders or until their successors are elected and qualified. The final votes with respect to each director nominee were:
Broker For Withheld Non-Votes Robert R. Buck 44,190,149 1,145,472 2,289,849 Paul M. Isabella 44,412,064 923,557 2,289,849 Richard W. Frost 44,648,775 686,846 2,289,849 James J. Gaffney 44,689,587 646,034 2,289,849 Peter M. Gotsch 43,966,279 1,369,342 2,289,849 Neil S. Novich 44,919,295 416,326 2,289,849 Stuart A. Randle 44,181,378 1,154,243 2,289,849 Wilson B. Sexton 44,964,938 370,683 2,289,849
2.) Shareholders ratified the appointment of
For 46,582,440 Against 779,814 Abstain 263,216 Broker Non-Votes 0 3.) Shareholders approved the compensation for our named executive officers as presented in our proxy statement on a non-binding, advisory basis. The final votes were: For 44,442,070 Against 737,741 Abstain 155,810 Broker Non-Votes 2,289,849
4.) Shareholders approved the Company's 2014 Stock Plan. The final votes were:
For 42,387,156 Against 2,799,045 Abstain 149,420 Broker Non-Votes 2,289,849
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits are set forth on the attached exhibit index.
Exhibit Index Exhibit Number Description 10.1
Beacon Roofing Supply, Inc.2014 Stock Plan (incorporated by reference to Appendix A to the Company's 2014 Proxy Statement for the Annual Meeting held on February 12, 2014).* 10.2 Form of Beacon Roofing Supply, Inc.2014 Stock Plan Restricted Stock Unit Award Agreement for Non-Employee Directors.*
* Compensatory plan or arrangement.