BUILDERS FIRSTSOURCE, INC. (NASDAQ:BLDR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October31, 2017, the Board approved amendments to the Corporation’s Amended and Restated By-laws to implementmajority votingin director elections (the “Bylaw Amendments”). Under the Bylaw Amendments, each director will be elected by the vote of a majority of the votes cast with respect to that director’s election, except that in a contested election (as defined in the Bylaw Amendments), directors will be elected by plurality vote. For purposes of these provisions, a majority of votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election. “Abstentions” and “broker non-votes” will not be counted as votes cast either “for” or “against” a director’s election. Prior to the Bylaw Amendments, director elections were decided by a plurality vote in all cases.

In connection with the Bylaw Amendments, the Corporation also adopted a Majority Voting in Director Elections and Director Resignation Policy (the “Director Resignation Policy”) to require that director nominees tender irrevocable resignations that will be effective only upon (i)the failure to receive the required vote at the next stockholder meeting at which they face re-election and (ii)acceptance of such resignation by the Board. If an incumbent director fails to receive the required vote for re-election, the Nominating Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the director election results. The Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

The foregoing descriptions of the Bylaw Amendments and the Director Resignation Policy do not purport to be complete and are qualified in their entirety by reference to the Amended and Restated By-Laws that are attached hereto as Exhibit 3.1 and incorporated by reference herein, and to the Director Resignation Policy, which is available on the Corporation’s website at www.bldr.com under the Governance section of our website. Except to the extent explicitly stated herein, the information on the Corporation’s website is not incorporated herein by reference.

(d) Exhibits

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Builders FirstSource, Inc. Exhibit
EX-3.1 2 d471628dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF BUILDERS FIRSTSOURCE,…
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About BUILDERS FIRSTSOURCE, INC. (NASDAQ:BLDR)

Builders FirstSource, Inc. is a supplier and manufacturer of building materials, manufactured components and construction services to professional contractors, sub-contractors and consumers. The Company’s operating segments include Northeast, Southeast, South and West. It offers solution to its customers providing manufacturing, supply and installation of a range of structural and related building products. Its manufactured products include factory-built roof and floor trusses, wall panels and stairs, vinyl windows, custom millwork and trim, as well as engineered wood that it designs, cuts and assembles for each home. The Company also assembles interior and exterior doors into pre-hung units. Additionally, it supplies customers with offering of professional grade building products, such as dimensional lumber and lumber sheet goods, and various window, door and millwork lines. Its range of construction-related services includes professional installation, framing and shell construction