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): March 4, 2005
www.bmhc.com
Building Materials Holding Corporation
Delaware | 000-23135 | 91-1834269 |
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Four Embarcadero Center, Suite 3250, San Francisco, CA 94111
(415) 627-9100
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 1.01 Entry Into a Material Definitive Agreement
On Friday, March 4, the Board of Directors of Building Materials Holding Corporation approved the following changes to directors’ compensation:
| 1) | Effective January 1, 2005, the compensation for board members was increased to $50,000. In addition, the Audit Committee Chairman is paid $10,000 and other committee chairmen are paid $5,000 for these responsibilities. |
| 2) | Also, the share-based compensation for board members will be increased to the equivalent of $50,000 in BMHC shares. This share-based compensation will be effective as of the Annual Meeting of Shareholders on May 3, 2005. |
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.
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| Date: March 8, 2005 | Building Materials Holding Corporation |
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| | /s/ Paul S. Street |
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Paul S. Street |
| | Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary |
