BMC STOCK HOLDINGS, INC. (NASDAQ:BMCH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of President and Chief Executive Officer

On January 9, 2018, BMC Stock Holdings, Inc. (the “Company”) reached a mutual agreement with Peter C. Alexander whereby he is leaving the Company and will no longer serve as the President and Chief Executive Officer of the Company effective January 10, 2018. In connection with Mr. Alexander’s departure, Mr. Alexander has also resigned as a director of the Board of Directors (the “Board”) of the Company, effective January 10, 2018.

Appointment of Interim President and Chief Executive Officer

On January 10, 2018, the Company also announced that, effective January 10, 2018, the Company has appointed David L. Keltner, a director of the Company, to serve as interim President and Chief Executive Officer while the Board conducts a search for a new chief executive officer. Biographical information for Mr. Keltner is set forth below:

David L. Keltner. Mr. Keltner, age 58, has served as a director of BMC Stock Holdings, Inc. and its predecessor since April 2014. From September 2016 to June 2017, Mr. Keltner served as the Interim Chief Financial Officer of Wolseley plc, a building materials distribution company. Prior to that, from 2009 to August 2016, Mr. Keltner served as the Chief Financial Officer of Ferguson Enterprises, Inc., a U.S. distributor of residential and commercial plumbing, HVAC and industrial supplies. From 2007 to 2009, he was the Chief Financial Officer of Wolseley North America. From 1993 to 2006, Mr. Keltner was the Vice President of Construction Lending for Stock Building Supply. Prior to that, Mr. Keltner was a Vice President in the Institutional / Corporate Bank division of NationsBank. Mr. Keltner received a B.S. in finance from Miami University and an M.B.A. from the University of Chicago.

In connection with Mr. Keltner’s service as interim President and Chief Executive Officer of the Company, he will receive an annualized base salary of $750,000 and an equity award of 25,000 restricted stock units of the Company, which units vest on the date that is six months following the effective date of his appointment (or such earlier date as the Company removes Mr. Keltner from his positions without “cause” by appointing his permanent successor). Mr. Keltner will not be eligible for an annual cash bonus.

On January 9, 2018, and prior to his appointment as interim President and Chief Executive Officer of the Company, Mr. Keltner resigned from his position on the Compensation Committee of the Company’s Board, and the Board appointed David Bullock, the Chairman of the Board, to replace Mr. Keltner on the Compensation Committee.

Additional information about the management changes described above is included in the Company’s press release issued on January 10, 2018, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Alexander’s Separation Agreement

On January 9, 2018, Mr. Alexander entered into a separation agreement with the Company (the “Separation Agreement”) in connection with his departure. The Separation Agreement confirms that Mr. Alexander’s departure will be treated as a termination by the Company without “cause” and that he will receive the severance benefits in connection with a termination without “cause” which are provided in his amended and restated employment agreement, dated as of April 1, 2016.

Item 9.01Regulation FD Disclosure

A copy of the Company’s press release regarding the matters described above has been furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

BMC STOCK HOLDINGS, INC. Exhibit
EX-99.1 2 pressrelease1-10×18.htm EXHIBIT 99.1 Exhibit BMC Stock Holdings,…
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About BMC STOCK HOLDINGS, INC. (NASDAQ:BMCH)

BMC Stock Holdings, Inc., formerly Stock Building Supply Holdings, Inc., is a diversified lumber and building materials (LBM) distributor and solutions provider that sells to construction and repair and remodeling contractors. The Company’s operating segments include Mid-Atlantic, Southeast, Texas, Intermountain, West and Mountain West divisions. Its primary products are lumber and lumber sheet goods, millwork, doors, flooring, windows, structural components, such as engineered wood products (EWP), trusses and wall panels, and other exterior products. Additionally, it provides solution-based services to customers, including design, product specification, installation, and installation management services. It offers a range of products sourced through a network of suppliers. It also offers various products, including hardware, wood boards, gypsum, insulation, roofing, siding and flooring. The Company offers scheduling, supplier and subcontractor management, and other services.