Business Context and Reporting Period
This Form 8-K Current Report was filed by BlueLinx Holdings Inc. on January 5, 2018, covering events that occurred on January 2, 2018. The filing addresses amendments to executive compensation agreements rather than reporting on a standard financial period.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a contractual amendment regarding executive compensation.
Material Changes
The material change reported is an amendment to the Stock Appreciation Rights (SAR) Agreements dated May 31, 2016, entered into with two senior executives:
- Susan C. O'Farrell (Senior Vice President, Chief Financial Officer, and Treasurer)
- Shyam K. Reddy (Chief Administrative Officer, General Counsel, and Corporate Secretary)
The amendment modifies the definition of "Fair Market Value" used to calculate the value payable upon exercise of the SARs:
- Previous Definition: Closing price on the most recent date shares were publicly traded.
- New Definition: Average closing price for the Company's common stock on each trading day during the 20-day period ending on the date of exercise.
All other material terms of the SAR Agreements remain unchanged.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. The only unusual item is the specific change in the valuation methodology for executive stock appreciation rights.
Investor Verification Checklist
- Verify the impact of the 20-day average pricing method on the potential payout value for the named executives compared to the previous single-day closing price method.
- Review the full text of the Form of Amendment to Stock Appreciation Rights Agreement filed as Exhibit 10.1 for any additional clauses not summarized in the report.
- Confirm whether similar amendments were made to other executive compensation plans not explicitly named in this Item 5.02 disclosure.