Business Context and Reporting Period
Company: Builders FirstSource, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 10, 2019
Event Date: October 4, 2019
Context: The filing addresses a compliance issue with NASDAQ listing standards regarding the composition of the Audit Committee following the retirement of a director.
Key Financial Metrics
This filing does not contain financial performance data. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not reported in this document.
Material Changes
- Board Composition Change: Robert C. Griffin retired from the Board of Directors and the Audit Committee on August 19, 2019, after 14 years of service.
- Regulatory Non-Compliance: On October 4, 2019, the Company received notice from NASDAQ that it was not in compliance with Listing Rule 5605(c)(2)(A). This rule requires the Audit Committee to consist of at least three independent directors. Following Mr. Griffin's departure, the committee consists of only two independent directors.
Outlook, Risks, and Management Commentary
- Cure Period: The Company intends to utilize a cure period under NASDAQ Listing Rule 5605(c)(4)(B). The deadline for compliance is the later of the next annual shareholders meeting (no later than August 19, 2020) or February 17, 2020.
- Remediation Plan: The Board is actively reviewing options to replace Mr. Griffin on the Board and to fill the vacancy on the Audit Committee.
- Expectation: Management expects to be in compliance with NASDAQ audit committee composition requirements on or prior to the expiration of the cure period.
Investor Verification Checklist
- Verify the appointment of a new independent director to the Audit Committee before the February 17, 2020, or annual meeting deadline.
- Monitor future 8-K filings for confirmation of the new director's appointment and the restoration of full NASDAQ compliance.
- Review the Company's proxy statement for the upcoming annual shareholders meeting to confirm the timeline for the cure period.