Business Context and Reporting Period
This Form 8-K Current Report was filed by BlueLinx Holdings Inc. on April 4, 2007, regarding events occurring on March 29, 2007. The filing discloses the grant of equity awards to named executive officers under the company's 2006 Long-Term Equity Incentive Plan.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on executive compensation arrangements.
Material Changes and Equity Grants
On March 29, 2007, the Board of Directors' Compensation Committee granted restricted stock and performance shares to six named executive officers. The grants are detailed below:
Restricted Stock Awards
Awards vest on March 29, 2012, with potential accelerated vesting based on share price targets (maximum 33.333% before March 29, 2008).
| Recipient | Title | Shares Granted |
|---|---|---|
| Stephen E. Macadam | Chief Executive Officer | 46,875 |
| George R. Judd | President & Chief Operating Officer | 33,313 |
| Lynn A. Wentworth | Chief Financial Officer | 25,000 |
| David J. Dalton | Senior Vice President — West | 8,875 |
| Steven G. Skinner | Senior Vice President, Industrials | 8,875 |
| Barbara V. Tinsley | General Counsel & Secretary | 8,875 |
Performance Share Awards
Awards are based on a performance cycle ending December 31, 2009. Recipients may earn 0% to 150% of target shares based on Return on Net Assets (2009) and specialty product volume growth (2007-2009).
| Recipient | Title | Target Shares |
|---|---|---|
| Stephen E. Macadam | Chief Executive Officer | 59,713 |
| George R. Judd | President & Chief Operating Officer | 42,436 |
| Lynn A. Wentworth | Chief Financial Officer | 31,847 |
| David J. Dalton | Senior Vice President — West | 11,306 |
| Steven G. Skinner | Senior Vice President, Industrials | 11,306 |
| Barbara V. Tinsley | General Counsel & Secretary | 11,306 |
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding operational performance. The primary risk disclosed relates to the vesting conditions of the equity awards, which are contingent upon specific financial metrics (Return on Net Assets and volume growth) and share price thresholds.
Investor Verification Checklist
- Verify the specific share price thresholds required for accelerated vesting of the restricted stock awards.
- Confirm the exact Return on Net Assets targets and specialty product volume growth benchmarks set for the 2007-2009 performance period.
- Review the full text of the Performance Share Award Agreement (Exhibit 10.1) for detailed vesting schedules and change of control provisions.
- Check subsequent filings for any modifications to the 2006 Long-Term Equity Incentive Plan.