TopBuild Corp. (NYSE:BLD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

TopBuild Corp. (NYSE:BLD) 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.

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On April30, 2018, the Board of Directors (the “Board”) of TopBuild Corp., a Delaware corporation (the “Company”), following the declassification of the Board as described in Item 5.02 of this Current Report on Form 8-K, expanded the size of the Board from seven to nine persons and appointed each of Ms.Tina Donikowski and Ms.Nancy Taylor to serve as Directors for a term expiring at the 2019 Annual Meeting of Stockholders. The Board additionally appointed each of Ms.Donikowski and Ms.Taylor to serve on the Board’s Audit Committee, Compensation Committee and Governance Committee.

Ms.Donikowski retired from General Electric in 2015 after serving for 38 years in a variety of leadership positions. The most recent were Vice President, Propulsion Business and Vice President, Global Locomotive Business, both part of GE Transportation. Ms.Donikowski currently serves on the Board of Directors of CIRCOR International (NYSE: CIR) and Atlas Copco AB (STOCKHOLM: ATCO), as well as on the Board of Trustees of both Gannon University and The Boys& Girls Club of Erie, Pennsylvania. Ms.Donikowski holds a Bachelor of Science degree in Industrial Engineering and an Honorary Doctorate from Gannon University.

Ms.Taylor served as the President and CEO of Tredegar Corporation, a global manufacturing company, from 2010 until her departure from the company in 2015. During her 24-year career with Tredegar, Ms.Taylor held a variety of leadership positions, including President of Tredegar Film Products, Senior Vice President, Strategy and General Counsel. Taylor currently serves as Chairman of the Board of Lumber Liquidators Holdings, Inc. (NYSE:LL) and is Vice Chairman of the Board of the Boys& Girls Club of Metro Richmond (Virginia). Ms.Taylor holds a Bachelor of Arts degree from College of the Holy Cross and a law degree from Catholic University of America.

Ms.Donikowski and Ms.Taylor will participate in the standard non-employee director compensation arrangements described in the section entitled “Director Compensation” that is included in the Company’s 2018 Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March21, 2018 (the “2018 Proxy Statement”).

There are no arrangements or understandings between either Ms.Donikowski or Ms.Taylor, on the one hand, and any other person, on the other hand, to which either of them was appointed to the Board. Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which either Ms.Donikowski or Ms.Taylor was or is to be a participant and in which any related person had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.

Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April30, 2018, at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to (i)eliminate the classification of the Board and implement the annual election of Directors, (ii)reduce the affirmative vote of holders of the Company’s outstanding securities, voting as a single class, required to adopt, amend or repeal the Company’s Bylaws from 80% to 66 2/3%, and (iii)reduce the affirmative vote of holders of the

Company’s outstanding voting securities, voting as a single class, required to adopt, amend or repeal certain provisions of the Company’s Amended and Restated Certificate of Incorporation from 80% to 66 2/3% (the “Charter Amendment”), in each case as described in the 2018 Proxy Statement. The Charter Amendment was filed with the Secretary of State of the State of Delaware on April30, 2018 and became effective on such date. The Charter Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

Additionally, on April30, 2018, the Board adopted an amendment (the “Bylaw Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), which effected conforming changes to the Bylaws to implement the amendments effected by the Charter Amendments, including the elimination of the classification of the Board and the reduction in the vote required to amend provisions of the Bylaws. The Bylaw Amendment became effective on April30, 2018. A copy of the Bylaws, as amended by the Bylaw Amendment, is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

Item 5.02 Submission of Matters to a Vote of Security Holders.

The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

Proposal1: Election of Gerald Volas, Carl T. Camden and Joseph S. Cantie as ClassIII Directors to serve until the 2021 Annual Meeting of Stockholders.
Votes “For” Votes Withheld Broker Non-Votes

Gerald Volas

30,093,986 726,304 2,011,902

Carl T. Camden

22,803,115 8,017,175 2,011,902

Joseph S. Cantie

22,879,510 7,940,780 2,011,902
Proposal2: Proposal to amend the Company’s Amended and Restated Certificate of Incorporation to eliminate the classification of the Board and implement the annual election of Directors.
Votes “For” Votes “Against” Abstentions Broker Non-Votes
30,687,999 78,719 53,572 2,011,902
Proposal3: Proposal to amend the Company’s Amended and Restated Certificate of Incorporation to reduce the affirmative vote of holders of the Company’s outstanding securities, voting as a single class, required to adopt, amend or repeal the Bylaws from 80% to 66 2/3%.
Votes “For” Votes “Against” Abstentions Broker Non-Votes
30,572,894 189,185 58,211 2,011,902
Proposal4:

Proposal to amend the Company’s Amended and Restated Certificate of Incorporation to reduce the affirmative vote of holders of the Company’s

outstanding voting securities, voting as a single class, required to adopt, amend or repeal certain provisions of the Amended and Restated Certificate of Incorporation from 80% to 66 2/3%.

Votes “For” Votes “Against” Abstentions Broker Non-Votes
30,582,534 180,111 57,645 2,011,902
Proposal5: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year.
Votes “For” Votes “Against” Abstentions Broker Non-Votes
32,658,375 119,465 54,352 2,011,902
Proposal6: Approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.
Votes “For” Votes “Against” Abstentions Broker Non-Votes
29,788,416 967,900 63,974 2,011,902
Item 5.02 Financial Statements and Exhibits.

(d) Exhibits


TopBuild Corp Exhibit
EX-3.1 2 d579534dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT to the AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of TOPBUILD CORP. Pursuant to and in accordance with Section 242 of the Delaware General Corporation Law,…
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About TopBuild Corp. (NYSE:BLD)

TopBuild Corp. installs and distributes insulation products to the United States construction industry. The Company operates through two segments: Installation (TruTeam) and Distribution (Service Partners). The Company’s Installation segment principally includes the sales and installation of insulation and other building products. Its Distribution segment principally includes the distribution of insulation and other building products. It provides insulation installation services nationwide through its TruTeam contractor services business, which has over 180 installation branches located in approximately 44 states. It installs various insulation applications, which include fiberglass batts and rolls, blown-in loose fill fiberglass, blown-in loose fill cellulose and polyurethane spray foam. The Company distributes insulation and other building products, including rain gutters, fireplaces, closet shelving, and roofing materials through its Service Partners business.

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