bldr-8k_20200110.htm
false 0001316835 0001316835 2020-01-10 2020-01-10

 

 

 

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): January 13, 2020 (January 10, 2020)

 

BUILDERS FIRSTSOURCE, INC.

(Exact Name of Registrant as Specified in its Charter)

  

 

0-51357

Delaware

52-2084569

(Commission

File Number)

(State or Other Jurisdiction

of Incorporation)

(IRS Employer

Identification No.)

2001 Bryan Street, Suite 1600, Dallas, Texas 75201

(Address of Principal Executive Offices)

(214) 880-3500

(Registrant’s telephone number, including area code)

 

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:

 

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, par value $0.01 per share

BLDR

NASDAQ Stock Market LLC

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.  

 

 

 

 


 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On January 10, 2020, M. Chad Crow notified our Board of Directors (the “Board”) of his decision to retire as President and Chief Executive Officer of Builders FirstSource, Inc. (the “Corporation”) during 2020 after assisting the Board in hiring his replacement. Mr. Crow has agreed to continue with the Corporation in a consulting capacity for a period of time following the appointment of a new Chief Executive Officer to assist in the transition.  

 

The Board has retained a leading global executive search firm to help identify a successor.

 

A copy of our press release announcing Mr. Crow’s planned retirement as President and Chief Executive Officer of the Corporation in 2020 is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits

(d)Exhibits

The following exhibit is filed as part of this report:

 

Exhibit

No.Description

 

99.1*

News release issued on January 13, 2020 reporting the planned retirement of the Corporation’s chief executive officer in 2020

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

_______

* Incorporated by reference and not filed herewith

 


 


 

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.

 

 

 

 

 

 

 

 

 

 

 

 

BUILDERS FIRSTSOURCE, INC.

 

 

 

 

Date: January 13, 2020

 

 

 

By:

 

/s/ Donald F. McAleenan

 

 

 

 

Name:

 

Donald F. McAleenan

 

 

 

 

Title:

 

Senior Vice President, General Counsel and Secretary

 

 

bldr-ex991_6.htm

 

 

Builders FirstSource Announces Planned Retirement of Chief Executive Officer in 2020

 

- Reiterates 2019 Financial Outlook –

 

January 13, 2020 (Dallas, TX) – Builders FirstSource, Inc. (Nasdaq: BLDR) today announced that Chad Crow, its Chief Executive Officer, has decided to retire after 20 years of service with the Company. Mr. Crow will retire during 2020 after assisting the Board of Directors in hiring his replacement. Mr. Crow has agreed to continue with the Company in a consulting capacity for a period of time following the appointment of a new Chief Executive Officer to ensure a seamless transition.

 

The Board of Directors has retained a leading global executive search firm to help identify a highly-qualified leader for the CEO position. Given the Company’s outperformance and future growth prospects, the Board is confident that a top-quality executive will be secured to build upon the Company’s strategic and financial accomplishments.

 

Mr. Crow said, “The Company’s financial and operational performance has been very strong over the past several years, and I am honored to have contributed to that success.  Given my love for the Company and the strong working relationship with the Board and our extraordinary management team, it was a very difficult decision to retire. However, after 20 years of all-consuming effort, I have decided that it’s time for me to spend more time with my family and on other personal interests. Until my replacement is secured, it is my intention to ensure that our team builds on our success as we move through 2020.”

 

Paul S. Levy, Chairman of the Board, commented, “Builders FirstSource is firing on all cylinders and is doing so in no small part due to Chad’s superb efforts over many years. While we are disappointed to see Chad leave, we thank him for his decades of leadership and dedication, and for the exceptional results during his years of service. Chad played a critical role in guiding us through many industry cycles and in consummating the transformational and successful acquisition of ProBuild. Chad leaves in place a strong team of operators who will continue to execute our ongoing strategic investments and operational initiatives, which we believe put us firmly on track to achieve our long-term financial objectives. We appreciate and commend him for his participation in the search process and for his commitment to ensuring a smooth transition. Thanks to the industry-leading position we now hold, we are confident in finding an exceptional successor.”

 

The Company reaffirms its full year 2019 outlook previously provided on November 1, 2019.

 

About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource is the largest U.S. supplier of building products, prefabricated components, and value-added services to the professional market segment for new residential construction and repair and remodeling.  We provide customers an integrated homebuilding solution, offering manufacturing, supply, delivery and installation of a full range of structural and related building products.  We operate in 40 states with approximately 400 locations and have a market presence in 77 of the top 100 Metropolitan Statistical Areas, providing geographic diversity and balanced end market exposure.  We service customers from strategically located distribution and manufacturing facilities (certain of

 


 

which are co-located) that produce value-added products such as roof and floor trusses, wall panels, stairs, vinyl windows, custom millwork and pre-hung doors. Builders FirstSource also distributes dimensional lumber and lumber sheet goods, millwork, windows, interior and exterior doors, and other building products. For more information about Builders FirstSource, visit the Company’s website at www.bldr.com.

 

Cautionary Notice

Statements in this news release that are not purely historical facts or that necessarily depend upon future events, including statements about expected market share gains, forecasted financial performance or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. As with the forward-looking statements included in this release, these forward-looking statements are by nature inherently uncertain, and actual results may differ materially as a result of many factors. All forward-looking statements are based upon information available to Builders FirstSource, Inc. on the date this release was submitted. Builders FirstSource, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks or uncertainties related to the Company’s growth strategies, including gaining market share, or the Company’s revenues and operating results being highly dependent on, among other things, the homebuilding industry, lumber prices and the economy. Builders FirstSource, Inc. may not succeed in addressing these and other risks. Further information regarding factors that could affect our financial and other results can be found in the risk factors section of Builders FirstSource, Inc.’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein.

 

Contact:

 

 

Binit Sanghvi

Investor Relations

Builders FirstSource, Inc.

(214) 765-3804

 

 

Source: Builders FirstSource, Inc.