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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Chief Operating Officer
announced that it has appointed Michael P. McGaugh, 43, as
Executive Vice President and Chief Operating Officer of the
Company, effective February 20, 2017.
various roles at The Dow Chemical Company (Dow). Most recently,
Mr. McGaugh served as Global Director and Leader of the
Integration Management Office for the proposed Dow / E.I. du Pont
de Nemours merger. From 2012 to 2013, Mr. McGaugh served as
Global General Manager of Dow Building Solutions. From 2011 to
2012, Mr. McGaugh served as Vice President and General Manager of
Dow Building Solutions, Europe, Middle East, and Africa region.
From 2008 to 2011, Mr. McGaugh served as Vice President and
General Manager of Dow Building Solutions, North America region.
From 2006 to 2008, Mr. McGaugh served as Director and Special
Advisor to the Chairman and Chief Executive Officer of Dow. Prior
to such role, Mr. McGaugh served in a number of management and
operational roles at Dow. Mr. McGaugh received his Masters of
Business Administration degree from Harvard University in 2002
and his Bachelors degree in chemistry from Texas State University
in 1995.
any other person to which he was selected as an officer. There
are no family relationships between Mr. McGaugh and any director
or executive officer of the Company and Mr. McGaugh is not party
to a related party transaction as defined by Item 404(a) of
Regulation S-K.
Employment Agreement (the Employment Agreement) that commences
February 20, 2017 and continues indefinitely unless earlier
terminated under certain circumstances described therein.
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Mr. McGaughs annual base salary will be $550,000, and
during each fiscal year, he will be entitled to earn an annual cash bonus determined based on a target bonus equal to 50% of his base salary. |
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Mr. McGaugh will be eligible to receive an annual equity
grant under the Companys Long Term Incentive Plan, with such award and the amount of any such grant to be determined by the board of directors or compensation committee of the board of directors of the Company. |
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Mr. McGaugh is subject to a confidentiality covenant and a
12 month non-competition and non-solicit covenant. |
qualified in its entirety by reference to the complete terms of
the Employment Agreement.
Mid-Atlantic Division
the Company, entered into a Separation Agreement (the Separation
Agreement) with Walter P. Randolph, the Companys former Vice
President of the Mid-Atlantic Division, to which Mr. Randolph
resigned from the Company. The Separation Agreement is effective
as of January 13, 2017 (the Separation Date).
of all claims against the Company, he will receive periodic
payments over a period of 18 months for a sum equal to his base
pay for the previous 18 months plus the amount of his bonus for
2016, in the total amount of $350,460, minus applicable taxes and
other withholdings. Additionally, until December 31, 2017,>for
so long as Mr. Randolph serves as a consultant under the
Consulting Agreement (as defined herein), Mr. Randolph will be
permitted to continue to participate in the Companys group
medical, dental, and vision benefit plans on the same terms and
conditions as are available to employees of the Company. Mr.
Randolph has also agreed to certain confidentiality provisions
and is subject to certain non-competition and non-solicitation
restrictions for a period of 18 months from the Separation
Date.>
consultant to the terms of a Consulting Agreement (the Consulting
Agreement) with BMC East, dated as of January 14, 2017. Under the
terms of the Consulting Agreement, Mr. Randolph shall perform
certain advisory services as may be requested by the Company from
time to time. As compensation for the performance of such
advisory services, the Company will pay Mr. Randolph an hourly
rate of $150 and will reimburse him for reasonable out-of-pocket
travel expenses. The Consulting Agreement will continue in effect
until December 31, 2017.
Consulting Agreement do not purport to be complete and are
qualified in their entirety by reference to complete terms of the
Separation Agreement and the Consulting Agreement.
announcing the appointment of Michael P. McGaugh as Executive
Vice President and Chief Operating Officer of the Company.
Exhibit 99.1 and is incorporated by reference into this Item
8.01.
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Item 9.01
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Financial Statement and Exhibits
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Form 8-K:
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Exhibit No.
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Description
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99.1
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Press Release issued by BMC Stock Holdings, Inc. on
January 19, 2017 |
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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. BMC STOCK HOLDINGS, INC.> (NASDAQ:BMCH) Recent Trading Information
BMC STOCK HOLDINGS, INC.> (NASDAQ:BMCH) closed its last trading session down -0.20 at 18.25 with 156,376 shares trading hands.
