8-K
false 0001316835 0001316835 2021-04-01 2021-04-01

 

 

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): April 1, 2021

 

 

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 StreetSuite 1600DallasTexas 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 April 1, 2021, both the previously announced appointment of Mr. David Flitman as Chief Executive Officer of Builders FirstSource, Inc., a Delaware corporation (the “Company”), and retirement of Mr. M. Chad Crow as Chief Executive Officer of the Company became effective.

Following his retirement, Mr. Crow will continue to serve as a consultant to the Company until April 1, 2023, to assist in the transition of the chief executive officer role (the “Consulting Period”). Following his appointment, Mr. Flitman will serve as both the Company’s President and Chief Executive Officer.

A description of Mr. Flitman’s employment agreement and the additional information required by this item is incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2020. A description of Mr. Crow’s consulting agreement for consulting services during the Consulting Period is incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on March 11, 2021.

A copy of the press release announcing the effectiveness of Mr. Flitman’s appointment as Chief Executive Officer and Mr. Crow’s retirement is attached hereto as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed as part of this Current Report:

 

Exhibits

Number

  

Description

10.1    Amended and Restated Employment Agreement, dated as of August 26, 2020, between David E. Flitman, Builders FirstSource, Inc., and BMC Stock Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Builders FirstSource’s Current Report on Form 8-K filed with the SEC on August 27, 2020, File No. 000-51357).
99.1    Press Release, dated April 1, 2021.
104    Cover Page Interactive Data File - the cover page XBRL tags are 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.

 

    BUILDERS FIRSTSOURCE, INC.
Dated: April 1, 2021     By:  

/s/ Timothy D. Johnson

    Name:   Timothy D. Johnson
    Title:   Executive Vice President, General Counsel and Corporate Secretary
EX-99.1

Exhibit 99.1

 

LOGO

Builders FirstSource Announces Completion of Planned CEO Transition

Dave Flitman succeeds Chad Crow following planned retirement and transition after

completion of BMC merger

DALLAS, Apr. 1, 2021 – Builders FirstSource, Inc. (Nasdaq: BLDR) (“Builders FirstSource”) announced today that Dave Flitman has been appointed chief executive officer. The planned transition of the CEO role is taking place 90 days after Builders FirstSource (BFS) and BMC Stock Holdings, Inc. (“BMC”) announced the completion of their all-stock merger transaction and coincides with the previously announced retirement plan of Chad Crow.

“This is truly an exciting time for Builders FirstSource. I firmly believe that growth is what’s at the heart of this merger – consolidating and expanding our reach in a fragmented industry, innovating and building on our value-add offerings, and giving our people the resources needed to deliver the enhanced service our customers expect from us,” said Mr. Flitman.

“By uniting our companies, we have increased our size and market position, and this strategic combination is a transformational step forward for our team members, customers and shareholders,” Mr. Flitman continued. “While we are still in the early phases of the integration process, the seamless transition and remarkable success that have defined our merger thus far would not have been possible without Chad’s leadership. I want to thank him for his dedication and guidance, and I wish him the very best in retirement.”

“I would like to thank everyone who supported me throughout my career at Builders FirstSource,” Mr. Crow said. “When I joined BFS more than 20 years ago, it was, of course, much smaller, having only completed a few acquisitions at that time. I could not have dreamed this company would be where it is today – an industry leader – but more importantly, such a special place to work filled with incredible people, and where I have developed life-long friendships. I’m incredibly proud of the growth we’ve achieved over the last two decades. This strategic merger marks an extraordinary new chapter for Builders FirstSource, and I’m confident it will thrive under Dave’s leadership.”

Mr. Flitman has over three decades of experience and a prolific background in leading distribution business across multiple industries. Prior to the merger, Mr. Flitman served as president and CEO of BMC. Previously, he held the titles of president and chief executive officer of Performance Foodservice; chief operating officer of Univar; president of Univar USA and chief supply chain officer; executive vice president and president of water and process services at Ecolab; and held several executive leadership roles at Nalco. Mr. Flitman also worked as president of Allegheny Power and vice president of distribution at its parent company, Allegheny Energy, after spending nearly 20 years at DuPont in various operational, commercial and global business leadership positions.

As previously announced, Mr. Crow will remain available on a consulting basis to support the integration and to ensure an orderly transition. BLDR confirmed there is no change to the business outlook for the first quarter and full fiscal year 2021 that the company provided as part of its four-quarter and full year 2020 earnings announcement on February 26, 2020.

# # #


LOGO

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 550 locations and have a market presence in 85 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 our website at www.bldr.com.

Contact:

Michael Neese

SVP, Investor Relations

Builders FirstSource, Inc.

(214) 765-3804