Business Context and Reporting Period
This Form 8-K Current Report from Builders FirstSource, Inc. covers the company's annual meeting of stockholders held on May 24, 2010. The report details the submission of matters to a vote of security holders, specifically the election of directors and the ratification of the independent auditor.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a procedural report regarding corporate governance and does not contain financial performance data.
Material Changes
No material financial changes are reported in this filing. The primary events are the results of the shareholder vote and the continuation of the existing board structure with specific terms.
Corporate Governance and Voting Results
- Attendance: 88,323,406 shares were represented, constituting 91.3% of the voting power as of the March 31, 2010 record date.
- Director Elections: Three new directors were elected for three-year terms:
- Mr. Ramsey A. Frank (63,915,561 votes in favor; 6,582,768 withheld)
- Mr. Kevin J. Kruse (63,920,886 votes in favor; 6,577,443 withheld)
- Mr. Floyd F. Sherman (67,627,030 votes in favor; 2,871,299 withheld)
- Broker Non-Votes: There were 17,825,077 broker non-votes regarding the election of directors.
- Continuing Directors:
- Mr. Paul S. Levy, Mr. David A. Barr, Mr. Cleveland A. Christophe, and Mr. Craig A. Steinke continue as directors (next re-election: 2011).
- Mr. Michael Graff, Mr. Robert C. Griffin, and Mr. Brett N. Milgrim continue as directors (next re-election: 2012).
- Auditor Ratification: Stockholders ratified the appointment of PricewaterhouseCoopers LLP for the year ending December 31, 2010.
- Votes in favor: 88,251,890
- Votes against: 67,087
- Abstentions: 4,429
Investor Verification Checklist
- Verify the total number of shares outstanding as of March 31, 2010, to confirm the 91.3% attendance calculation.
- Review the proxy statement for the rationale behind the significant number of broker non-votes (17,825,077) on director elections.
- Confirm the specific terms and expiration dates for the continuing directors to track future governance cycles.
- Check subsequent filings for the company's financial performance, as this 8-K contains no financial metrics.