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 25, 2022 (May 19, 2022)
BlueLinx Holdings Inc.
(Exact name of registrant specified in its charter)
| | | | | | | | |
| Delaware | 001-32383 | 77-0627356 |
| (State or other | (Commission | (I.R.S. Employer |
jurisdiction of
incorporation) | File Number) | Identification No.) |
| | | | | |
| 1950 Spectrum Circle, Suite 300, Marietta, GA | 30067 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (770) 953-7000
_________________________________________________
(Former name or former 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 (see General Instruction A.2. below):
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | BXC | New York Stock Exchange |
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 19, 2022, BlueLinx Holdings Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2022 Annual Meeting”) to (1) elect six directors to hold office until the Company’s 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified; (2) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending December 31, 2022; and (3) approve a non-binding, advisory resolution regarding the executive compensation described in the Company’s Proxy Statement for the 2022 Annual Meeting.
At the close of business of March 25, 2022, the record date for the 2022 Annual Meeting, an aggregate of 9,731,459 shares of the Company’s common stock were issued and outstanding. At the meeting, 7,627,146 shares of common stock were represented in person or by proxy; therefore, a quorum was present.
At the 2022 Annual Meeting, the Company’s stockholders voted as follows:
(1) For the election of the below-named nominees to the Board of Directors of the Company:
| | | | | | | | | | | |
| Nominees | Number of
Votes For | Number of
Votes Withheld | Broker
Non-Votes |
| Dominic DiNapoli | 5,480,456 | 495,139 | 1,651,551 |
| Kim S. Fennebresque | 5,710,463 | 265,132 | 1,651,551 |
| Dwight Gibson | 5,914,419 | 61,176 | 1,651,551 |
| Mitchell B. Lewis | 5,754,306 | 221,289 | 1,651,551 |
| J. David Smith | 5,666,062 | 309,533 | 1,651,551 |
| Carol B. Yancey | 5,767,672 | 207,923 | 1,651,551 |
(2) For the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending December 31, 2022:
| | | | | | | | | | | |
| For | Against | Abstain | |
| 7,620,778 | 5,120 | 1,248 | |
(3) For the approval of the non-binding, advisory resolution regarding the executive compensation described in the Company’s Proxy Statement for the 2022 Annual Meeting:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 5,672,112 | 295,629 | 7,854 | 1,651,551 |
Accordingly, the Company’s stockholders elected the six director nominees and approved proposals 2 and 3 at the 2022 Annual Meeting.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
The following exhibits are attached with this Current Report on Form 8-K:
| | | | | | | | |
| Exhibit No. | | Exhibit Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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| | | | |
| | | BlueLinx Holdings Inc. | |
| | | | |
| | | | |
| Dated: May 25, 2022 | By: | /s/ Shyam K. Reddy | |
| | | Shyam K. Reddy | |
| | | Chief Legal and Sustainability Officer | |
