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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 26, 2024 (December 20, 2024)
Summit Materials, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
001-36873 |
47-1984212 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
1801 California Street, Suite
3500
Denver, Colorado 80202
(Address of Principal Executive
Offices) (Zip Code)
Registrant’s Telephone
Number, Including Area Code: (303) 893-0012
Not Applicable
(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:
| ☐ |
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 |
| |
|
|
|
|
| Class A Common Stock (par value,
$0.01 per share) |
|
SUM |
|
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 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 18, 2024, Summit Materials, Inc., a Delaware
corporation (the “Company”), entered into letter agreements with each of Anne P. Noonan, Scott Anderson, Karli S. Anderson
and Christopher B. Gaskill, pursuant to which each of them will be paid certain amounts of compensation in the 2024 calendar year to which
such executive officer would otherwise become entitled either (a) in a future calendar year or (b) in connection with the transactions
contemplated by the Agreement and Plan of Merger, dated as of November 24, 2024, by and among the Company, Quikrete Holdings, Inc., a
Delaware corporation (“Purchaser”), and Soar Subsidiary, Inc., a Delaware
corporation and a wholly owned subsidiary of Purchaser
(the “Merger Agreement”), for the purpose of reducing or eliminating the excise tax imposed under Sections 280G and 4999 of
the Internal Revenue Code of 1986, as amended, that would be imposed on amounts payable to such executive officers in connection with
the consummation of the transactions contemplated by the Merger Agreement. Pursuant to the letter agreements, each executive officer will
be required to repay the value of any accelerated equity awards (to the extent applicable) to which such executive officer would not otherwise
have been entitled if the Merger Agreement is terminated or such executive officer’s employment terminates under certain circumstances.
The foregoing is a description of the letter agreements
with the above executive officers and does not purport to be complete and is qualified in its entirety by reference to the full text of
the letter agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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.
| |
SUMMIT MATERIALS, INC. |
| |
|
|
| DATED: December 26, 2024 |
By: |
/s/ Christopher B. Gaskill |
| |
|
|
| |
|
|
| |
Name: |
Christopher B. Gaskill |
| |
Title: |
EVP, Chief Legal Officer & Secretary |
Exhibit
10.1
Summit
Materials, Inc.
December
18, 2024
Anne
Noonan
520
Steel Street
Denver,
CO 8/0206
Dear
Anne:
This
letter memorializes our recent discussions concerning tax planning actions in connection with the transactions (the “Merger”)
contemplated by the Agreement and Plan of Merger by and among Summit Materials, Inc. (the “Company”), Quikrete Holdings,
Inc. (“Quikrete”) and Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete (the “Merger Agreement”).
On
December 20, 2024 (the “Acceleration Date”), (i) your outstanding unvested service-based restricted stock unit awards
will be settled (the “Accelerated RSUs”) and (ii) the amount of $1,974,375, representing your 2024 Short-Term Incentive
Plan (the “2024 STIP”) award being deemed earned at 125% of target, will be paid to you. Any remaining 2024 STIP payout
will be trued up in 2025. All of these payments will be less applicable withholdings and deductions.
You
agree that the Accelerated RSUs will be subject to repayment in the following circumstances (each, a “Repayment Event”):
| · | Your
employment is terminated by the Company for Cause or you resign other than due to a Constructive
Termination (each as defined in the Company’s Executive Severance Plan) prior to the
closing of the Merger. |
| · | The
Merger does not close and the Merger Agreement is terminated. |
Within
ten (10) days following a Repayment Event, you will repay to the Company the Accelerated RSUs (other than any Accelerated RSUs that would
have otherwise already vested based on their original vesting terms). The repayment amount will be determined based on the lesser
of the average closing price of the Company’s Class A common stock (“Company Stock”) for the 20 trading days
ending on (i) the Acceleration Date and (ii) the date the Repayment Event is triggered. Repayment may be in the form of cash, shares
of Company Stock or a combination of the two.
You
agree that, within 30 days of the date of this letter, you will file an 83(b) election (in a form which the Company will provide to you)
with respect to the Accelerated RSUs.
This
letter sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all
other agreements made between the parties. This letter
is governed by Delaware law, and the parties hereby waive any right to a jury trial with respect to any dispute arising out of this letter.
| |
SUMMIT MATERIALS, INC. |
| |
|
| |
|
| |
By: |
/s/ Chris Gaskill |
| |
|
Name: Chris Gaskill |
| |
|
Title: EVP, CLO and Secretary |
| |
|
| |
/s/ Anne Noonan |
| |
Anne Noonan |
Exhibit 10.2
Summit
Materials, Inc.
December
18, 2024
Scott
Anderson
1530
NE 39th St.
Topeka,
KS 66617
Dear
Scott:
This
letter memorializes our recent discussions concerning tax planning actions in connection with the transactions (the “Merger”)
contemplated by the Agreement and Plan of Merger by and among Summit Materials, Inc. (the “Company”), Quikrete Holdings,
Inc. (“Quikrete”) and Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete (the “Merger Agreement”).
On
December 20, 2024 (the “Acceleration Date”), (i) your outstanding unvested service-based restricted stock unit awards
will be settled (the “Accelerated RSUs”) and (ii) the amount of $575,250, representing your 2024 Short-Term Incentive
Plan (the “2024 STIP”) award being deemed earned at 125% of target, will be paid to you. Any remaining 2024 STIP payout
will be trued up in 2025. All of these payments will be less applicable withholdings and deductions.
You
agree that the Accelerated RSUs will be subject to repayment in the following circumstances (each, a “Repayment Event”):
| · | Your
employment is terminated by the Company for Cause or you resign other than due to a Constructive
Termination (each as defined in the Company’s Executive Severance Plan) prior to the
closing of the Merger. |
| · | The
Merger does not close and the Merger Agreement is terminated. |
Within
ten (10) days following a Repayment Event, you will repay to the Company the Accelerated RSUs (other than any Accelerated RSUs that would
have otherwise already vested based on their original vesting terms). The repayment amount will be determined based on the lesser
of the average closing price of the Company’s Class A common stock (“Company Stock”) for the 20 trading days
ending on (i) the Acceleration Date and (ii) the date the Repayment Event is triggered. Repayment may be in the form of cash, shares
of Company Stock or a combination of the two.
You
agree that, within 30 days of the date of this letter, you will file an 83(b) election (in a form which the Company will provide to you)
with respect to the Accelerated RSUs.
This
letter sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all
other agreements made between the parties. This letter is governed by Delaware law, and the parties hereby waive any right to a jury
trial with respect to any dispute arising out of this letter.
| |
SUMMIT MATERIALS, INC. |
| |
|
| |
|
| |
By: |
/s/ Chris Gaskill |
| |
|
Name: Chris Gaskill |
| |
|
Title: EVP, CLO and Secretary |
| |
|
| |
/s/ Scott Anderson |
| |
Scott Anderson |
Exhibit
10.3
Summit
Materials, Inc.
December
18, 2024
Karli
Anderson
3066
S Saint Paul St.
Denver,
CO 80210
Dear
Karli:
This
letter memorializes our recent discussions concerning tax planning actions in connection with the transactions (the “Merger”)
contemplated by the Agreement and Plan of Merger by and among Summit Materials, Inc. (the “Company”), Quikrete Holdings,
Inc. (“Quikrete”) and Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete (the “Merger Agreement”).
On
December 20, 2024 (the “Acceleration Date”), (i) your outstanding unvested service-based restricted stock unit awards
will be settled (the “Accelerated RSUs”) and (ii) the amount of $492,375, representing your 2024 Short-Term Incentive
Plan (the “2024 STIP”) award being deemed earned at 125% of target, will be paid to you. Any remaining 2024 STIP payout
will be trued up in 2025. All of these payments will be less applicable withholdings and deductions.
You
agree that the Accelerated RSUs will be subject to repayment in the following circumstances (each, a “Repayment Event”):
| · | Your
employment is terminated by the Company for Cause or you resign other than due to a Constructive
Termination (each as defined in the Company’s Executive Severance Plan) prior to the
closing of the Merger. |
| · | The
Merger does not close and the Merger Agreement is terminated. |
Within
ten (10) days following a Repayment Event, you will repay to the Company the Accelerated RSUs (other than any Accelerated RSUs that would
have otherwise already vested based on their original vesting terms). The repayment amount will be determined based on the lesser
of the average closing price of the Company’s Class A common stock (“Company Stock”) for the 20 trading days
ending on (i) the Acceleration Date and (ii) the date the Repayment Event is triggered. Repayment may be in the form of cash, shares
of Company Stock or a combination of the two.
You
agree that, within 30 days of the date of this letter, you will file an 83(b) election (in a form which the Company will provide to you)
with respect to the Accelerated RSUs.
This
letter sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all
other agreements made between the parties. This letter is governed by Delaware law, and the parties hereby waive any right to a jury
trial with respect to any dispute arising out of this letter.
| |
SUMMIT MATERIALS, INC. |
| |
|
| |
|
| |
By: |
/s/ Chris Gaskill |
| |
|
Name: Chris Gaskill |
| |
|
Title: EVP, CLO and Secretary |
| |
/s/ Karli
Anderson |
| |
Karli Anderson |
Exhibit 10.4
Summit
Materials, Inc.
December
18, 2024
Chris
Gaskill
2400
S Columbine St.
Denver,
CO 80210
Dear
Chris:
This
letter memorializes our recent discussions concerning tax planning actions in connection with the transactions (the “Merger”)
contemplated by the Agreement and Plan of Merger by and among Summit Materials, Inc. (the “Company”), Quikrete Holdings,
Inc. (“Quikrete”) and Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete (the “Merger Agreement”).
On
December 20, 2024 (the “Acceleration Date”), the amount of $492,375, representing your 2024 Short-Term Incentive Plan
(the “2024 STIP”) award being deemed earned at 125% of target, will be paid to you. Any remaining 2024 STIP payout
will be trued up in 2025. This payment will be less applicable withholdings and deductions.
This
letter sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all
other agreements made between the parties. This letter is governed by Delaware law, and the parties hereby waive any right to a jury
trial with respect to any dispute arising out of this letter.
| |
SUMMIT MATERIALS, INC. |
| |
|
| |
By: |
/s/ David Hamm |
| |
|
Name: David Hamm |
| |
|
Title: SVP, DGC and Assistant Secretary |
| |
|
| |
/s/ Chris Gaskill |
| |
Chris Gaskill |
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Summit Materials (NYSE:SUM)
過去 株価チャート
から 12 2024 まで 1 2025
Summit Materials (NYSE:SUM)
過去 株価チャート
から 1 2024 まで 1 2025
