Form 8-K - Current report

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): September 19, 2024

   

BUILDERS FIRSTSOURCE, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40620	52-2084569
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6031 Connection Drive Suite 400
Irving, Texas		75039
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (214) 880-3500

   

(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
Common stock, par value $0.01 per share	BLDR	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 September 19, 2024, Builders FirstSource, Inc. (the “Company”) announced as part of its planned succession that its Board of Directors appointed Peter Jackson, Executive Vice President and Chief Financial Officer, as the Company’s next President & Chief Executive Officer and member of its Board of Directors, effective November 6, 2024. Mr. Jackson will succeed Dave Rush, who has served as President & Chief Executive Officer since November 2022 and is retiring after 25 years of dedicated service to the Company, effective November 6, 2024. Mr. Rush will remain on the Builders FirstSource Board of Directors and continue as a special advisor to the Company to ensure a smooth transition.

Additionally, the Company’s Board of Directors appointed Pete Beckmann, Senior Vice President, Financial Planning &Analysis of the Company, to succeed Mr. Jackson as Chief Financial Officer, effective November 6, 2024.

Mr. Jackson was appointed as Executive Vice President and Chief Financial Officer of the Company in January 2021. He had been Senior Vice President and Chief Financial Officer of the Company since November 2016. Prior to joining the Company, Mr. Jackson was employed by Lennox International, Inc. in various roles, including most recently as Vice President and CFO of Lennox’s Refrigeration Segment. Before joining Lennox, Mr. Jackson served in multiple financial leadership positions at SPX Corporation, General Electric, and Gerber Scientific. He is a certified public accountant and a graduate of General Electric’s Experienced Financial Leadership program. He holds an M.B.A. degree from Rensselaer Polytechnic Institute and a B.S. from Bryant University.

Mr. Beckmann was appointed as Senior Vice President, Financial Planning &Analysis of the Company in January 2021. Mr. Beckmann has been with the Company and legacy companies since 1999, serving in finance roles of increasing responsibility. He earned his bachelor’s degree in finance and marketing from Colorado State University.

The information required by Item 5.02(c)(3) of Form 8-K for Messrs. Jackson and Beckmann has not been determined as of the date hereof. The Company will provide such information, if applicable, in an amendment to this Form 8-K within four (4) business days after the information is determined or becomes available.

Item 7.01 Regulation FD Disclosure.

On September 19, 2024, the Company issued a news release announcing the leadership transition noted above. A copy of the news release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description

99.1	News release issued by Builders FirstSource, Inc. on September 19, 2024.

104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

All of the information included in Items 7.01 and 9.01 of this report and Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.

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.


			BUILDERS FIRSTSOURCE, INC.

Date:	September 19, 2024	By:	/s/ Timothy D. Johnson
			Timothy D. Johnson, Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

For Immediate Release

Builders FirstSource Announces Planned CEO and CFO Transition

Chief Executive Officer Dave Rush to Retire

Peter Jackson Named Chief Executive Officer

Pete Beckmann Named Chief Financial Officer

September 19, 2024 (Irving, TX) – Builders FirstSource, Inc. (NYSE: BLDR) announced today that as part of a planned succession, its Board of Directors has named Peter Jackson, Chief Financial Officer, as the Company’s next President & Chief Executive Officer and member of its Board of Directors, effective November 6, 2024. Mr. Jackson will succeed Dave Rush, who has served as CEO since November 2022 and is retiring after 25 years of dedicated service to the Company. Mr. Rush will remain on the Builders FirstSource Board of Directors and continue as a special advisor to ensure a smooth transition.

Mr. Jackson has nearly 30 years of leadership experience, including 17 years in building products and 7 years with Builders FirstSource. Throughout his career, he has demonstrated consistent ability to engage and inspire people, enhance organizations, and strategically deploy capital to drive value. As CFO of Builders FirstSource, Mr. Jackson has been instrumental in the development, execution and achievement of its growth strategy, including overseeing capital allocation and M&A, leading digital transformation and architecting the business intelligence platform, setting the stage for future success.

Pete Beckmann, Senior Vice President, Financial Planning & Analysis, will succeed Mr. Jackson as Chief Financial Officer. Mr. Beckmann has been with Builders FirstSource and legacy companies since 1999, serving in finance roles of increasing responsibility. In his current position, he is the lead financial partner to operations, supporting all levels of the enterprise, including reporting and analysis, short- and long-term forecasting, strategic and annual planning and capital investment analysis.

Paul Levy, Chair of the Board of Directors, said, “Peter’s appointment as the Company’s next CEO underscores the Board’s steadfast commitment to excellence in our leadership team, and is the result of a thoughtful succession planning process. Peter is a dynamic and innovative leader who has had wide-ranging impact on Builders FirstSource. He brings a strategic, operational, and finance-oriented mindset to his new role, as well as a deep understanding of

our history, mission and strategy. As a respected industry leader across the Company by our team members, customers, and the investment community, Peter is the perfect choice to lead Builders FirstSource into our next phase of profitable growth.”

Mr. Levy added, “The Board truly appreciates everything Dave has done for Builders FirstSource over his 25 years with the Company. An authentic leader, Dave has been instrumental in our steadfast growth and outperformance. Given his deep industry knowledge, he will continue serving the organization on the Board of Directors and in an advisory role to support the team as needed. His contributions are notable, and his legacy will continue to inspire each of us.”

Mr. Rush commented, “It has been a true honor serving Builders FirstSource. I am most proud of the culture we have created and the opportunity for our dedicated and hardworking people to excel. My thanks to Paul and the Board for their belief and trust in me. In Peter, we have a leader with deep experience and a proven track record of value creation. One of my first priorities as CEO was to make sure we had in place a succession plan that kept the Company well positioned to execute our strategies and continue to build shareholder value. I am confident that Peter is the ideal choice to lead us in the next phase of our journey.”

Mr. Jackson added, “I am humbled and honored to be selected as the next CEO of Builders FirstSource. I look forward to building on our tremendous foundation and the strong legacy that Dave and our past leaders have established. Further, I’m thrilled that Pete is stepping into the role of CFO. He has a proven track record as a finance leader, and I look forward to continuing to partner with him to deliver exceptional results and compounding shareholder value.”

About Builders FirstSource

Headquartered in Irving, Texas, Builders FirstSource is the largest U.S. supplier of building products, prefabricated components, and value-added services to the professional market segment for new residential construction and repair and remodeling. We provide customers an integrated homebuilding solution, offering manufacturing, supply, delivery, and installation of a full range of structural and related building products. We operate in 43 states with approximately 570 locations and have a market presence in 48 of the top 50 and 90 of the top 100 MSAs, providing geographic diversity and balanced end market exposure. We service customers from strategically located distribution and manufacturing facilities (some of which are co-located) that produce value-added products such as roof and floor trusses, wall panels, stairs, vinyl windows, custom millwork, and pre-hung doors. Builders FirstSource also distributes dimensional lumber and lumber sheet goods, millwork, windows, interior and exterior doors, and other specialty building products. www.bldr.com

Forward-Looking Statements

Statements in this news release that are not purely historical facts or that necessarily depend upon future events, including statements about future results, performance, strategies and plans may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. As with the forward-looking statements included in this release, these forward-looking statements are by nature inherently uncertain, and actual results or events may differ materially as a result of many factors. All forward-looking statements are based upon information available to Builders FirstSource on the date this release was submitted. Builders FirstSource undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control or may be currently unknown to the Company, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements; such risks or uncertainties include those related to the Company’s growth strategies, including acquisitions, organic growth and digital strategies, or the dependence of the Company’s revenues and operating results on, among other things, the homebuilding industry and, to a lesser extent, repair and remodel activity, which in each case is dependent on economic conditions, including inflation, interest rates, consumer confidence, labor and supply shortages, and also lumber and other commodity prices. Builders FirstSource may not succeed in addressing these and other risks. Further information regarding factors that could affect our financial and other results can be found in the risk factors section of Builders FirstSource’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and may also be described from time to time in the other reports Builders FirstSource files with the SEC. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein.

# # #

Contact:

Heather Kos

SVP, Investor Relations

Builders FirstSource, Inc.

investorrelations@bldr.com

Document And Entity Information	Sep. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 19, 2024
Entity Registrant Name	BUILDERS FIRSTSOURCE, INC.
Entity Central Index Key	0001316835
Entity Emerging Growth Company	false
Entity File Number	001-40620
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-2084569
Entity Address, Address Line One	6031 Connection Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	(214)
Local Phone Number	880-3500
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	BLDR
Security Exchange Name	NYSE