Business Context and Reporting Period
This Form 8-K Current Report was filed by BlueLinx Holdings Inc. on December 13, 2005. The filing reports a corporate governance event: the election of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
The primary material change reported is the appointment of Mr. Richard S. Grant as a director, effective December 13, 2005. His term expires at the 2006 annual meeting of stockholders. Mr. Grant was appointed to fill the vacancy on the Audit Committee left by Stephen E. Macadam, who was appointed Chief Executive Officer in October 2005.
Management Commentary and Compensation
Upon his election, Mr. Grant received standard compensation for independent directors, which includes:
- An annual director's fee of $50,000.
- A fee of $1,250 for each directors' meeting attended.
- An annual fee of $10,000 for serving as a member of the Audit Committee.
- An option to purchase 10,000 shares of the Company's common stock, priced at fair market value, vesting one year from the grant date.
The Company stated there are no arrangements or understandings regarding Mr. Grant's selection and no material transactions involving him in the last two years.
Investor Verification Checklist
- Verify the effective date of Richard S. Grant's directorship and Audit Committee membership.
- Confirm the vesting schedule and strike price of the 10,000 stock options granted.
- Review the Company's proxy statement for the 2006 annual meeting to confirm the expiration of Mr. Grant's term.
- Check for any subsequent filings regarding Stephen E. Macadam's transition from Audit Committee member to CEO.