Business Context and Reporting Period
This Form 8-K Current Report was filed by Builders FirstSource, Inc. on June 21, 2006. The filing primarily addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on personnel and governance rather than financial performance.
Material Changes
- Board Expansion: The Board of Directors increased its size from 9 to 10 members.
- New Director Appointment: Craig A. Steinke was elected as a Class III Director, serving until the 2008 annual meeting.
- Committee Reshuffle: Mr. Steinke was appointed to the Audit Committee. Consequently, Mr. Brett N. Milgrim resigned from the Audit Committee but remains a Class I Director.
- Independence: The Audit Committee now consists entirely of independent directors under SEC standards.
Compensation and Governance Details
Mr. Steinke's compensation package includes:
- An annual cash retainer of $20,000.
- Restricted stock grants valued at approximately $20,000 per year of service.
- A meeting fee of $1,000 per day for each Board or committee meeting attended.
- An annual cash retainer of $5,000 for each committee served on.
Investor Verification Checklist
- Verify the effective date of Mr. Steinke's directorship and committee membership.
- Confirm the total number of independent directors on the Audit Committee post-appointment.
- Review the 2005 Equity Incentive Plan terms referenced for the restricted stock grant.
- Check for any subsequent filings regarding Mr. Milgrim's continued role as a Class I Director.