BEACON ROOFING SUPPLY, INC. (NASDAQ:BECN) 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(e)
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 10, 2017, the stockholders of Beacon Roofing Supply,
Inc. (the Company) approved the Beacon Roofing Supply, Inc.
Senior Executive Annual Incentive Plan (the SEIP). The Board of
Directors of the Company previously approved the SEIP, subject to
the approval of the stockholders.
The SEIP is intended to work in conjunction with the other
incentive compensation arrangements of the Company, including its
annual management incentive plan, to which annual cash incentives
are paid to eligible employees upon the attainment of performance
goals previously established for a fiscal year. Its effect is to
set a performance-based ceiling on such incentives so that they
will meet the deductibility requirements of Section 162(m) of the
Internal Revenue Code.
The SEIP is administered by the Compensation Committee, which has
full authority to select the employees eligible for incentive
awards under the SEIP, determine when the employees participation
in the SEIP will begin, determine the amounts payable upon the
attainment of the performance goals, and make all other decisions
necessary for the proper administration of the SEIP.
The SEIP provides for an annual award fund of five percent (5%)
of AEBT (AEBT means achieved income before taxes, as reported in
the Companys consolidated financial statements, adjusted to
exclude amortization and stock compensation expense and the
impact of significant: gains (losses) on the disposal of assets;
asset impairments, retirements or write-downs; gains (losses)
associated with legal, insurance or tax settlements/adjustments;
restructuring, severance or pension-related charges; or other
similar items out of the ordinary course of business.) The
Compensation Committee has the discretion to reduce the award
fund for any year. The award fund establishes the aggregate
amount that will be available for the year from which annual
incentive awards may be made. Within the first 90 days of each
year, the Compensation Committee allocates a percentage of the
award fund to each participant, provided that no participants
allocation can exceed 50% and the aggregate allocations cannot
exceed 100%. The maximum amount of award that each participant
may receive for such year will be (i) for the CEO, the lesser of
the award fund allocation or $4 million and (ii) for each other
participant, the lesser of the award fund allocation or $2
million.
After the end of each year, the Compensation Committee will
approve final incentive awards and may not increase the amount of
incentive opportunity, but has the discretionary authority to
reduce the amount, in the aggregate or with respect to one or
more individual components, taking into account individual and/or
corporate performance. The Compensation Committee expects to
exercise that discretion and thus does not anticipate that the
maximum incentive opportunity will be paid to any participant.
The Compensation Committee may amend or terminate the SEIP at any
time, without the consent of participants and without the
approval of the stockholders of the Company, provided that no
amendment or termination shall affect the Companys obligation to
pay any incentive amount after it has been earned by a
participant.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits are set forth on the attached exhibit index. |
Exhibit Index
|
Exhibit Number |
Description | |
| 10.1 |
Senior Executive Annual Incentive Plan (incorporated by reference to Appendix A to theCompanys 2017 Proxy Statement for the Annual Meeting held on February 10, 2017).* |
* Compensatory plan or arrangement.
About BEACON ROOFING SUPPLY, INC. (NASDAQ:BECN)
Beacon Roofing Supply, Inc. is engaged in the distribution of residential and non-residential roofing materials in the United States and Canada. It also distributes complementary building products for residential and non-residential building exteriors. Its product portfolio includes residential roofing products, non-residential roofing products and complementary building products. The residential roofing products include asphalt shingles, clay tile, slate and metal roofing, among others. The non-residential roofing products include single-ply roofing, asphalt, metal, modified bitumen and build-up roofing, among others. The complementary building products include vinyl siding, fiber cement siding, stone veneer and windows, among others. The Company offers its products under various trade names, including Alabama Roofing Supply, Atlantic Building Products, Applicators Sales, Southern Roof Center, Statewide Wholesale, Structural Materials and The Roof Center. BEACON ROOFING SUPPLY, INC. (NASDAQ:BECN) Recent Trading Information
BEACON ROOFING SUPPLY, INC. (NASDAQ:BECN) closed its last trading session 00.00 at 45.59 with 293,827 shares trading hands.
