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EX-10.1 - EXHIBIT 10.1 - BlueLinx Holdings Inc.ex1012016ltipamend.htm






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 17, 2018
 
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.)
 
 
4300 Wildwood Parkway, Atlanta, Georgia
30339
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (770) 953-7000
 
Not applicable
(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 (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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. ☐







Item 5.07        Submission of Matters to a Vote of Security Holders
 
On May 17, 2018, BlueLinx Holdings Inc. (the “Company”) held its Annual Meeting of Stockholders to (1) elect six directors to hold office until the 2019 Annual Meeting of Stockholders or until their successors are duly elected and qualified; (2) ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2018; (3) approve an amendment to the BlueLinx Holdings Inc. 2016 Amended and Restated Long-Term Incentive Plan; and (4) approve a non-binding, advisory resolution regarding the executive compensation described in the Company’s Proxy Statement.

At the close of business of April 4, 2018, the record date, an aggregate of 9,209,913 shares of the Company’s common stock were issued and outstanding. At the meeting, 7,583,605 shares of common stock were represented in person or by proxy; therefore, a quorum was present.

At the May 17, 2018 Annual Meeting of Stockholders, 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
Karel K. Czanderna
 
3,663,509
 
52,152
 
3,867,944
Dominic DiNapoli
 
3,676,453
 
39,208
 
3,867,944
Kim S. Fennebresque
 
3,664,120
 
51,541
 
3,867,944
Mitchell B. Lewis
 
3,663,383
 
52,278
 
3,867,944
Alan H. Schumacher
 
3,649,893
 
65,768
 
3,867,944
J. David Smith
 
3,663,150
 
52,511
 
3,867,944

(2) For the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2018:
For
 
Against
 
Abstain
7,569,986
 
9,876
 
3,743

(3) For the approval of an amendment to the BlueLinx Holdings Inc. 2016 Amended and Restated Long-Term Incentive Plan:
For
 
Against
 
Abstain
 
Broker Non-Vote
3,505,896
 
41,836
 
167,929
 
3,867,944

(4) For the approval of the non-binding, advisory resolution regarding the executive compensation described in the Company’s Proxy Statement:
For
 
Against
 
Abstain
 
Broker Non-Vote
3,127,578
 
418,997
 
169,086
 
3,867,944

Accordingly, the Company’s stockholders elected the six director nominees and approved proposals 2, 3, and 4 at the Company’s Annual Meeting of Stockholders.

Item 9.01     Financial Statements and Exhibits

(d)        Exhibits







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.
 
BLUELINX HOLDINGS INC.
 
By: /s/ Justin Heineman
Justin Heineman
Vice President, General Counsel, and Corporate Secretary

 
Dated:  May 18, 2018