UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): May 19, 2011
BLUELINX HOLDINGS
INC.
(Exact name of registrant as
specified in its charter)
|
|
|
|
|
Delaware |
|
001-32383 |
|
77-0627356 |
(State or other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
4300 Wildwood Parkway,
Atlanta, Georgia
|
|
30339 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number,
including area code: (770) 953-7000
|
Not
applicable
|
(Former name or former address if changed since last report.) |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
This
Amendment No. 1 to the Current Report on Form 8-K (this
Form 8-K/A) is being filed to incorporate changes to the
Current Report on Form 8-K filed by BlueLinx Holdings Inc. (BlueLinx or
the Company) on May 20,
2011 (the Form 8-K). This Form 8-K/A amends and
restates the Form 8-K in its entirety.
Item 5.07 Submission of Matters to a Vote of Security Holders
On
May 19, 2011, the Company held its Annual Meeting
of Stockholders to (1) elect eight directors to hold office until the 2012 annual meeting of
stockholders or until their successors are duly elected and qualified, (2) ratify the appointment
of Ernst & Young LLP as the Companys independent registered public accounting firm for fiscal year
2011, (3) approve an amendment to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan
(as amended and restated effective May 21, 2008) to increase the number of shares available for
grant thereunder from 3,200,000 shares to 5,200,000 shares and permit the grant of awards exempt
from the deduction limits of Section 162(m) of the Internal Revenue Code, (4) approve the BlueLinx
Holdings Inc. Amended and Restated Short-Term Incentive Plan, (5) approve the advisory, non-binding
resolution regarding the executive compensation described in the Companys Proxy Statement, and (6)
recommendation on the frequency of future advisory votes on executive compensation.
At the close of business on April 4, 2011, the record date, an aggregate of 33,215,906 shares
of the Companys common stock were issues and outstanding. At the meeting, 30,367,989 shares of
common stock were represented in person or by proxy; therefore, a quorum was present.
At the May 19, 2011 Annual Meeting, the Companys stockholders voted as follows:
(1) For the election of the below-named nominees to the Board of Directors of the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Votes |
|
|
|
|
Nominees |
|
Number of Votes For |
|
|
Withheld |
|
|
Broker Non-Votes |
|
Howard S. Cohen |
|
|
23,822,721 |
|
|
|
3,600,649 |
|
|
|
2,944,619 |
|
Richard S. Grant |
|
|
25,433,548 |
|
|
|
1,989,822 |
|
|
|
2,944,619 |
|
George R. Judd |
|
|
25,815,503 |
|
|
|
1,607,867 |
|
|
|
2,944,619 |
|
Steven F. Mayer |
|
|
23,989,356 |
|
|
|
3,484,014 |
|
|
|
2,944,619 |
|
Charles H. McElrea |
|
|
23,870,445 |
|
|
|
3,552,925 |
|
|
|
2,944,619 |
|
Alan H. Schumacher |
|
|
25,429,348 |
|
|
|
1,994,022 |
|
|
|
2,944,619 |
|
Robert G. Warden |
|
|
23,932,856 |
|
|
|
3,490,514 |
|
|
|
2,944,619 |
|
M. Richard Warner |
|
|
23,940,256 |
|
|
|
3,483,114 |
|
|
|
2,944,619 |
|
(2) For the ratification of the appointment of Ernst & Young LLP as the Companys
independent registered public accounting firm for fiscal year 2011:
|
|
|
|
|
For |
|
Against |
|
Abstain |
30,303,838
|
|
57,551
|
|
6,600 |
(3) For the approval of an amendment to the BlueLinx Holdings Inc. 2006 Long-Term Equity
Incentive Plan (as amended and restated effective May 21, 2008) to increase the number of shares
available for grant thereunder from 3,200,000 shares to 5,200,000 shares and permit the grant of
awards exempt from the deduction limits of Section 162(m) of the Internal Revenue Code:
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
23,206,432
|
|
3,959,945
|
|
257,993
|
|
2,943,619 |
(4) For the approval of the BlueLinx Holdings Inc. Amended and Restated Short-Term Incentive Plan:
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
27,067,306
|
|
313,846
|
|
43,218
|
|
2,943,619 |
(5) For the approval of the advisory, non-binding resolution regarding the executive compensation
described in the Companys Proxy Statement:
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
27,207,227
|
|
167,129
|
|
50,014
|
|
2,943,619 |
(6) Recommendation on the frequency of future advisory votes on executive compensation:
|
|
|
|
|
|
|
|
|
1 Year |
|
2 Years |
|
3 Years |
|
Abstain |
|
Broker Non-Vote |
24,292,581
|
|
243,893
|
|
2,863,402
|
|
24,494
|
|
2,943,619 |
A
majority of votes cast by stockholders were in favor of an annual
advisory vote to approve executive compensation. After considering
the matter, the Board of Directors of the Company determined that it
will include an annual advisory vote on executive compensation in the
Companys proxy materials for each annual meeting of stockholders
until the next advisory vote of stockholders on the frequency of
future votes on executive compensation, which will occur no later
than the Companys 2017 annual meeting of stockholders.