UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 |
Submission of Matters to a Vote of Security Holders |
(a) 2022 Annual Meeting of Stockholders
On February 18, 2022, Beacon Roofing Supply, Inc. (the “Company”) held its Annual Meeting of Stockholders, at which the Company’s stockholders considered three (3) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on January 14, 2022 (the “Proxy Statement”). There were 80,121,409 votes eligible to be cast and there were shares representing 77,201,829 votes present in person or by proxy at the 2022 Annual Meeting of Stockholders, representing ninety-six and 36/100 percent (96.36%) of the votes eligible to be cast.
(b) Voting Results
Proposal No. 1 - Stockholders elected twelve directors to hold office until the 2023 Annual Meeting of Stockholders or until their successors are elected and qualified. The final votes with respect to each director nominee were:
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For |
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Withheld |
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Broker Non-Votes |
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Philip W. Knisely |
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74,888,428 |
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858,888 |
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1,454,513 |
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Julian G. Francis |
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75,347,765 |
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399,551 |
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1,454,513 |
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Carl T. Berquist |
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75,383,205 |
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364,111 |
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1,454,513 |
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Major General (Ret.) Barbara G. Fast |
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74,551,426 |
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1,195,890 |
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1,454,513 |
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Richard W. Frost |
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71,087,972 |
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4,659,344 |
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1,454,513 |
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Alan Gershenhorn |
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53,333,915 |
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22,413,401 |
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1,454,513 |
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Robert M. McLaughlin |
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75,112,362 |
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634,954 |
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1,454,513 |
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Earl Newsome, Jr. |
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75,386,574 |
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360,742 |
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1,454,513 |
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Neil S. Novich |
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75,068,694 |
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678,622 |
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1,454,513 |
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Stuart A. Randle |
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70,122,737 |
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5,624,579 |
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1,454,513 |
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Nathan K. Sleeper |
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75,066,858 |
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680,458 |
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1,454,513 |
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Douglas L. Young |
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75,110,387 |
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636,929 |
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1,454,513 |
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Proposal No. 2 - Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final votes were:
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76,508,374 |
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Against |
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440,858 |
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Abstain |
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252,597 |
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Broker Non-Votes |
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— |
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Proposal No. 3 – Stockholders approved the compensation for the Company’s named executive officers as presented in the Proxy Statement on a non-binding, advisory basis. The final votes were:
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74,288,848 |
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Against |
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1,340,731 |
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Abstain |
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117,737 |
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Broker Non-Votes |
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1,454,513 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BEACON ROOFING SUPPLY, INC. |
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Date: February 22, 2022 |
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By: |
/s/ FRANK A. LONEGRO |
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Frank A. Lonegro |
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Executive Vice President & Chief Financial Officer |