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 OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of Directors
On August 1, 2017, the board of directors (the “Board”) of BMC Stock Holdings, Inc. (the “Company”) appointed Mark A. Alexander as a Class I director and Henry Buckley as a Class III director, effective immediately. As a Class I director, Mr. Alexander will serve on the Board until the Company’s 2020 annual meeting of stockholders and until his successor is duly elected and qualified. As a Class III director, Mr. Buckley will serve on the Board until the Company’s 2019 annual meeting of stockholders and until his successor is duly elected and qualified. The Board has affirmatively determined that each of Mr. Alexander and Mr. Buckley is independent under the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the NASDAQ stock exchange.
Mr. Alexander and Mr. Buckley will participate in all director compensation and benefit programs in which the Company’s other non-employee directors participate, including an annual retainer of $75,000 and an annual equity grant valued at $100,000 on the date of grant. Upon joining the Board, each of Mr. Alexander and Mr. Buckley will receive restricted stock units valued in an amount equal to a pro rata portion of the 2017 annual equity grant.
The Board also appointed Mr. Alexander to serve on the Audit Committee and Mr. Buckley to serve on the Compensation Committee.
There are no related party transactions involving either Mr. Alexander or Mr. Buckley and the Company. There is no arrangement or understanding between either Mr. Alexander or Mr. Buckley and any other person to which either was selected as a director. In addition, neither Mr. Alexander nor Mr. Buckley has been employed at the Company or any of its subsidiaries.
A copy of the Company’s press release announcing the appointment of Mr. Alexander and Mr. Buckley to the Board is attached hereto as Exhibit 99.1.
Compensatory Arrangements of Certain Officers
On August 1, 2017, the Company entered into an amended and restated employment agreement (the “Employment Agreement”) with Lisa Hamblet, Executive Vice President of eBusiness and Pro Remodeler Segment of the Company, for purposes of setting forth the terms and conditions of Ms. Hamblet’s continued employment by the Company. The Employment Agreement, which replaces and supersedes Ms. Hamblet’s prior employment agreement with the Company (“Prior Employment Agreement”), is effective as of August 1, 2017 and continues indefinitely unless earlier terminated under certain circumstances described therein.
The Employment Agreement generally retains the terms of the Prior Employment Agreement with the following modifications:
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The Employment Agreement modifies the treatment of equity awards held by Ms. Hamblet in the event Ms. Hamblet is terminated by the Company without Cause, she resigns for Good Reason or in the event of her death or Disability (each, as defined in the Employment Agreement) other than in connection with a Change in Control (a “Non-CIC Qualifying Termination”). Under the Employment Agreement, in the event of a Non-CIC Qualifying Termination, the Company will accelerate the vesting of (i) any then-outstanding time-based equity compensation awards that would have vested had Ms. Hamblet’s employment with the Company continued for an additional 12 months following the date of termination and (ii) any unvested portion of the Commencement Grant. Under the Prior Employment Agreement, in the event of a Non-CIC Qualifying Termination, the Company would have accelerated 50% of the vesting of all then-outstanding time-based equity compensation awards. |
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The Employment Agreement modifies the treatment of equity awards held by Ms. Hamblet in the event that there is a Change in Control (as defined in the Employment Agreement) of the Company and (i) the successor fails to assume the Employment Agreement or (ii) within 90 days preceding or six months following the |
Change in Control, Ms. Hamblet is terminated by the Company without Cause or she resigns for Good Reason (either event, a “CIC Qualifying Termination”). Under the Employment Agreement, in the event of a CIC Qualifying Termination, the Company will accelerate the vesting of (i) any unvested portion of any then-outstanding time-based equity compensation awards and (ii) any unvested portion of any performance-based equity compensation awards, assuming satisfaction of any applicable performance conditions at the target level. Under the Prior Employment Agreement, in the event of a CIC Qualifying Termination, the Company would have only accelerated the vesting of all then-outstanding time-based equity compensation awards.
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The Employment Agreement adds a “best net” after-tax Section 280G cut back, such that if it is determined that the benefits or payments payable under the Employment Agreement (taking into account other benefits or payments provided under other plans, agreements or arrangements) would subject Ms. Hamblet to the parachute payment excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then Ms. Hamblet’s total payments will be reduced to the safe harbor amount (i.e., the maximum amount that may be paid without an excise tax liability or loss of deduction), unless Ms. Hamblet would receive a greater after-tax benefit if payments were not so reduced, in which case payments to Ms. Hamblet will not be reduced. |
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Employment Agreement.
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Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
The following exhibit is furnished with this report:
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Exhibit Number |
Description |
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99.1 |
Press Release issued by BMC Stock Holdings, Inc. on August 1, 2017. |
BMC STOCK HOLDINGS, INC. ExhibitEX-99.1 2 ex991-newbodpressrelease.htm EXHIBIT 99.1 Exhibit BMC Stock Holdings,…To view the full exhibit click here
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.
