Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
At the 2014 annual meeting of stockholders held on May 21, 2014, the
stockholders of Builders FirstSource, Inc. (the "Company") approved the 2014
Incentive Plan (the "2014 Plan"). Employees, officers, directors, and
consultants of the Company and its affiliates selected by a committee of the
Company's Board of Directors are eligible to participate in the 2014 Plan,
including our principal executive officer, principal financial officer, and
other named executive officers. A total of 5,000,000 shares of the Company's
common stock are reserved and available for issuance pursuant to awards granted
under the 2014 Plan. A description of the material terms of the 2014 Plan was
included in the Company's Definitive Proxy Statement on Schedule 14A as filed
with the Securities and Exchange Commission on April 11, 2014 and is
incorporated herewith. That description is qualified in its entirety by
reference to the full text of the 2014 Plan, a copy of which is filed herewith
as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's annual meeting of stockholders was held on May 21, 2014. The
owners of 94,470,447 shares of the Company's common stock, representing 96.42%
of the voting power of all of the shares of common stock issued and outstanding
on March 28, 2014, the record date for the meeting, were represented at the
annual meeting. Each share of common stock was entitled to one vote at the
Our stockholders elected each of the following individuals as a director of the
Company for a term of three years: Mr. Paul S. Levy (80,457,900 votes in favor
and 8,123,098 votes withheld), Mr. David A. Barr (77,131,276 votes in favor and
11,449,722 votes withheld), Mr. Cleveland A. Christophe (88,026,560 votes in
favor and 554,438 votes withheld), and Mr. Craig A. Steinke (84,710,281 votes in
favor and 3,870,717 votes withheld). There were 5,889,449 broker non-votes with
regard to the election of directors.
Our stockholders approved the adoption of the 2014 Plan, as more fully described
in Item 5.02 above, with 84,415,956 votes in favor, 2,916,655 votes against, and
1,248,387 abstentions. There were 5,889,449 broker non-votes with regard to the
approval of the 2014 Plan.
In a non-binding vote, our stockholders approved the 2013 compensation for the
Company's named executive officers, including the Company's compensation
practices and principles and their implementation as disclosed in the proxy
statement, with 88,383,865 votes in favor, 89,283 votes against, 107,850
abstentions, and 5,889,449 broker non-votes.
Our stockholders ratified the appointment of PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the year ending December 31,
2014, with 93,821,325 votes in favor, 631,620 votes against, and 17,502
Item 9.01 Financial Statements and Exhibits.
99.1 Builders FirstSource, Inc. 2014 Incentive Plan (incorporated
herein by reference to Appendix A of the Company's Definitive
Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on April 11, 2014).