Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2024

BlueLinx Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32383

77-0627356

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1950 Spectrum Circle, Suite 300, Marietta, Georgia		30067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (770) 953-7000

_________________________________________________

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BXC	New York Stock Exchange

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

On May 16, 2024, BlueLinx Holdings Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2024 Annual Meeting”) to (1) elect nine directors to hold office until the Company’s 2025 Annual Meeting of Stockholders, or until their successors are duly elected and qualified; (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending December 28, 2024; and (3) approve an advisory, non-binding resolution regarding the executive compensation described in the Company’s Proxy Statement for the 2024 Annual Meeting.

At the close of business of March 22, 2024, the record date of the 2024 Annual Meeting, an aggregate of 8,661,738 shares of the Company’s common stock were issued and outstanding. At the meeting, 7,125,613 shares of the Company’s common stock were represented in person or by proxy; therefore, a quorum was present.

At the 2024 Annual Meeting, the Company’s stockholders voted as follows:

(1)	For the election of the below-named nominees to the Board of Directors of the Company:

Nominees	Number of Votes For		Number of Votes		Broker Non- Votes
Anuj Dhanda		6,174,536		320,696		630,381
Dominic DiNapoli		5,638,197		857,035		630,381
Kim S. Fennebresque		5,661,664		833,568		630,381
Keith A. Haas		6,393,628		101,604		630,381
Mitchell B. Lewis		6,022,124		473,108		630,381
Shyam K. Reddy		6,409,959		85,273		630,381
J. David Smith		6,387,536		107,696		630,381
Carol B. Yancey		6,410,339		84,893		630,381
Marietta Edmunds Zakas		6,185,984		309,248		630,381

(2)	For the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s current fiscal year ending December 28, 2024:

For				Against				Abstain
	7,083,064				41,950				599

(3)	For the approval of the advisory, non-binding resolution regarding the executive compensation described in the Company’s Proxy Statement for the 2024 Annual Meeting:

For				Against				Abstain				Broker Non-Votes
	6,227,216				264,458				3,558				630,381

Accordingly, the Company’s stockholders elected the nine director nominees and approved proposals 2 and 3 at the 2024 Annual Meeting.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are attached with this Current Report on Form 8-K:

Exhibit No.		Exhibit Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

		BlueLinx Holdings Inc.

Dated: May 21, 2024	By:	/s/ Shyam K. Reddy
		Shyam K. Reddy
		President and Chief Executive Officer

Cover	May 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2024
Entity File Number	001-32383
Entity Registrant Name	BlueLinx Holdings Inc.
Entity Central Index Key	0001301787
Entity Tax Identification Number	77-0627356
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1950 Spectrum Circle, Suite 300
Entity Address, City or Town	Marietta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30067
City Area Code	770
Local Phone Number	953-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BXC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false