Business Context and Reporting Period
This Form 8-K Current Report was filed by BlueLinx Holdings Inc. on December 11, 2017, covering events occurring on December 7 and December 8, 2017. The filing addresses changes to the Company's Board of Directors.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report is limited to corporate governance updates.
Material Changes
- Director Election: The Board elected Karel K. Czanderna as a director, effective January 1, 2018. Her term expires at the 2018 annual meeting of stockholders.
- Independence Status: The Board determined Ms. Czanderna is "independent" under New York Stock Exchange corporate governance standards.
- Director Resignation: Steven F. Mayer resigned from the Board on December 7, 2017, effective immediately. Mr. Mayer is an employee of Cerberus ABP Investor LLC, an affiliate of the Company's former controlling stockholder, Cerberus Capital Management, L.P.
- Reason for Resignation: The filing states Mr. Mayer's resignation was not due to any disagreement with the Company.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business operations. No risks or contingencies were disclosed in this report. Ms. Czanderna will receive compensation in accordance with the Company's annual director compensation program described in the proxy statement filed on April 18, 2017. She has not yet been appointed to any Board committees.
Key Facts for Investor Verification
- Verify the effective date of Karel K. Czanderna's directorship (January 1, 2018).
- Confirm the independence status of the new director under NYSE standards.
- Review the Company's most recent proxy statement (filed April 18, 2017) for details on director compensation.
- Note the departure of Steven F. Mayer, an affiliate of the former controlling stockholder, and confirm no disagreement existed regarding his resignation.