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, 2023
Summit Materials, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-36873 | 47-1984212 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
1801 California Street, Suite 3500
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (303) 893-0012
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock (par value, $0.01 per share) | | SUM | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of 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. ☐
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 25, 2023, Summit Materials, Inc. (the "Company") held its 2023 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 10, 2023 (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 the annual meeting, the Company's stockholders elected the persons listed below as Class I directors for a one-year term expiring at the Company's 2024 annual meeting of stockholders or until their respective successors are duly elected and qualified:
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| | Votes For | Votes Withheld | Broker Non-Votes |
| Joseph S. Cantie | | 111,713,402 | 405,961 | 4,047,967 |
| Anne M. Cooney | | 111,161,939 | 957,424 | 4,047,967 |
| Anne P. Noonan | | 111,700,016 | 419,347 | 4,047,967 |
| Tamla D. Oates-Forney | | 111,555,213 | 564,150 | 4,047,967 |
| John R. Murphy | | 111,028,434 | 1,090,929 | 4,047,967 |
| Steven H. Wunning | | 111,314,347 | 805,016 | 4,047,967 |
Proposal No. 2 - 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 executed officers as disclosed in the Proxy Statement.
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| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 110,759,003 | 1,336,308 | 24,052 | 4,047,967 |
Proposal No. 3 - 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 30, 2023.
| | | | | | | | | | | |
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 115,866,507 | 290,148 | 10,675 | N/A |
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. | | Description |
| | |
| 104.1 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | SUMMIT MATERIALS, INC. |
| DATED: May 25, 2023 | | |
| | By: | /s/ Christopher B. Gaskill |
| | Name: | Christopher B. Gaskill |
| | Title: | EVP, Chief Legal Officer & Secretary |
