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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): July 11, 2023 (July 6, 2023)
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):
| o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 o
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. o
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On July 11, 2023, BlueLinx Holdings Inc.
(the “Company”) announced that Kelly C. Janzen, Senior Vice President, Chief Financial Officer and Treasurer, informed the
Company that she will resign, effective August 31, 2023, to pursue other opportunities, and that effective July 17,
2023, R. Andrew Wamser, Jr. will join the Company as its Senior Vice President and Chief Financial Officer-Elect. Ms. Janzen
will cease to serve as Senior Vice President, Chief Financial Officer and Treasurer of Company effective August 4, 2023, at which
time Mr. Wamser will assume the role of Senior Vice President and Chief Financial Officer, and thereafter Ms. Janzen will continue
to provide advisory and transition services to the Company through August 31, 2023.
Appointment of R. Andrew Wamser, Jr.
Mr. Wamser, age 49, was the Executive Vice
President and Chief Financial Officer of Mativ Holdings, Inc. (formerly SWM Intl), a specialty materials manufacturer, from March
2018 through March 2023, and served as Co-Chief Financial Officer of Mativ Holdings from February 2018 to March 2018. Prior to
joining Mativ, Mr. Wamser served as Vice President, Finance; Investor Relations and Treasurer of AutoNation, Inc., the largest
automotive retailer by revenue in the U.S. Prior to that, Mr. Wamser served as Managing Director, Investment Banking; Diversified
Industrial Group of Barclays Capital Plc, now known as Barclays Investment Bank. He also previously held other investment banking
roles at Barclays Capital and UBS Investment Bank.
In connection with his appointment, the Company
and Mr. Wamser entered into an employment agreement, dated July 6, 2023 and effective as of July 17, 2023, under which
he will receive an annual base salary of $575,000. Mr. Wamser will also participate in the Company’s Short-Term Incentive Plan
with a total annual cash target bonus opportunity of 80% of his base salary. He will also receive a sign-on equity award of time-based
restricted stock units having an aggregate value equal to $1,000,000 as of the date of grant, with such awards vesting ratably over three
years. He will also be eligible for future annual equity grants under the Company’s Long-Term Incentive Plan which, for 2023, will
include awards of restricted stock units with an aggregate value of no less than 125% of his base salary as of the date of the award.
Mr. Wamser will be eligible to receive a separation benefit of 100% of his annual base salary, the pro-rated portion of his target
bonus, and one year of continued healthcare coverage if he is terminated without “cause” or resigns from the Company voluntarily
for “good reason”, and will receive a separation benefit of 200% of his annual base salary, the pro-rated portion of his target
bonus to be calculated in accordance with the stated terms of his employment agreement, 18 months of continued healthcare coverage, and
accelerated vesting of his time-based equity awards (unless the agreements for such awards, or the applicable equity award plan, provides
otherwise) in the event of a qualifying termination following a “change in control” of the Company, in each case subject to
Mr. Wamser’s execution of a release of claims against the Company. Mr. Wamser also will be entitled to certain other perquisites
available to executives of the Company. The agreement also contains customary employment terms and conditions, and in-term and post-term
restrictive covenants applicable to Mr. Wamser.
There are no family relationships between Mr. Wamser
and any Company director or executive officer, and no arrangements or understandings between Mr. Wamser and any other person pursuant
to which he was selected as an officer. Mr. Wamser is not a party to any current or proposed transaction with the Company for which
disclosure is required under Item 404(a) of Regulation S-K.
Resignation of Kelly C. Janzen
In connection with Ms. Janzen’s resignation,
the Company and Ms. Janzen entered into a transition agreement, dated July 6, 2023, pursuant to which, among other things, Ms. Janzen
will continue to serve in the role of Senior Vice President, Chief Financial Officer and Treasurer, until August 4, 2023, and thereafter
she will cease to serve as an officer of the Company and will provide advisory and transition services through August 31, 2023 (the
“Termination Date”). The transition agreement, and Ms. Janzen’s employment agreement dated March 2, 2020,
will govern her employment with the Company through August 3, 2023, and thereafter her employment shall be governed by the terms
of the transition agreement, except as otherwise stated therein. Pursuant to the transition agreement, Ms. Janzen agreed that any
payments and benefits due to her pursuant to the transition agreement will be made in lieu of any payments, severance or other benefits
described in the employment agreement.
Under the transition agreement, the Company has
agreed to (i) pay Ms. Janzen two-thirds of her target 2023 short-term incentive bonus under the Company’s Short-Term Incentive
Plan for fiscal year 2023 and (ii) ensure that 4,369 of Ms. Janzen’s time-based restricted stock units that are scheduled
to vest in fiscal year 2024, and 1,339 of Ms. Janzen’s time-based restricted stock units that are scheduled to vest in fiscal
year 2025, will vest on the Termination Date.
Also, pursuant to the transition agreement, the
Company will pay Ms. Janzen her base salary and reimbursable expenses through the Termination Date, and will continue to provide
Ms. Janzen with director and officer liability coverage for six years following the Termination Date.
Payments and benefits under the transition agreement
are conditioned upon Ms. Janzen’s execution and non-revocation of a customary general release of claims. In addition, under
the transition agreement, Ms. Janzen confirmed the continued effectiveness of the existing restrictive covenants applicable to her
under her employment agreement and her existing noncompetition agreement, subject to certain modifications of the confidentiality obligations
of the terms of her employment agreement.
Additional Information
Additional information about the benefit plans
and programs described in this Item 5.02, and other plans and programs generally available to the Company’s executive officers,
is included in the Company’s Definitive Proxy Statement for the 2023 annual meeting of its stockholders filed with the Securities
and Exchange Commission on April 19, 2023.
The descriptions of Mr. Wamser’s employment
agreement and Ms. Janzen’s transition agreement set forth under this Item 5.02 do not purport to be complete and are qualified
in its entirety by reference to Mr. Wamser’s employment agreement and Ms. Janzen’s transition agreement, respectively,
which will be filed by the Company as exhibits to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
Ms. Janzen’s resignation is not due
to any conflicts with the Company’s Board of Directors or management team regarding the Company’s financial reporting or accounting
principles or practices.
| Item 7.01 | Regulation FD Disclosure |
On July 11, 2023, the Company issued a press
release announcing the resignation of Ms. Janzen and the appointment of Mr. Wamser as Senior Vice President, Chief Financial
Officer-Elect. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01
of this Current Report on 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18
of the Exchange Act, is not subject to the liabilities of that section and is not deemed incorporated by reference into any filing of
the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
| 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: July 11, 2023 |
By: |
/s/ Shyam K. Reddy |
|
|
Shyam K. Reddy |
|
|
President and Chief Executive Officer |
Exhibit 99.1
BlueLinx Appoints Andrew Wamser as Senior Vice
President & Chief Financial Officer-Elect
MARIETTA, Ga., July 11, 2023 – BlueLinx
Holdings Inc. (NYSE: BXC), a leading U.S. wholesale distributor of building products, today announced that Kelly Janzen, Senior Vice President,
Chief Financial Officer and Treasurer, will be leaving the Company to pursue other opportunities at the end of August 2023. The Company
also announced that Andrew Wamser will join as Senior Vice President and Chief Financial Officer-Elect, effective July 17, 2023.
Mr. Wamser will assume the role of Senior Vice President and Chief Financial Officer on August 4, 2023, and Ms. Janzen
will serve in an advisory role through August 31, 2023 to ensure an orderly transition. Mr. Wamser will be based at BlueLinx
headquarters in the Atlanta metro-area and will report directly to Shyam Reddy, President and CEO.
Mr. Wamser brings more than 20 years of global
financial, commercial and operational experience to BlueLinx. He most recently served as Executive Vice President and Chief Financial
Officer of Mativ Holdings, a global specialty materials company, where he was responsible for external SEC reporting, financial planning
and analysis, tax, treasury, procurement, corporate development, and investor relations. Previously, Mr. Wamser served as Vice President,
Finance, Treasurer and Investor Relations, at AutoNation. Earlier in his career, Mr. Wamser was an investment banker at UBS and then
served in a variety of senior-level investment banking roles at Barclays Capital PLC, where he was a Managing Director that supported
clients in the Global Industrials Group.
“Andy is a proven public company executive
who brings significant financial expertise and unique capital markets experience within the broader industrials sector to the role of
CFO,” said Shyam Reddy, President and CEO of BlueLinx. “His strategic mindset and understanding of BlueLinx’s opportunities
will make him a valuable partner in our ongoing efforts to drive commercial growth and operational excellence across our organization,
and develop market-leading positions of scale across our two-step building materials distribution platform. I am thrilled to welcome Andy
to the BlueLinx team.”
“BlueLinx is a well-respected, high-performance
organization committed to long-term value creation for its shareholders,” stated Mr. Wamser, incoming CFO of BlueLinx. “I
look forward to working with Shyam, our executive leadership team, and the entire finance organization as we execute on BlueLinx’s
long-term strategic growth initiatives, while positioning the business for continued profitable growth.”
“On behalf of our Board and management team, I
want to thank Kelly for her contributions to BlueLinx,” continued Mr. Reddy. “We appreciate her support in ensuring a
smooth transition and wish her well in her future endeavors.”
About BlueLinx
BlueLinx (NYSE: BXC) is a leading U.S. wholesale
distributor of residential and commercial building products with both branded and private-label SKUs across product categories such as
lumber, panels, engineered wood, siding, millwork, and industrial products. With a strong market position, broad geographic coverage footprint
servicing 50 states, and the strength of a locally focused sales force, we distribute our comprehensive range of products to approximately
15,000 customers including national home centers, pro dealers, cooperatives, specialty distributors, regional and local dealers, and industrial
manufacturers. BlueLinx provides a wide range of value-added services and solutions to our customers and suppliers. We are headquartered
in Georgia, with executive offices located at 1950 Spectrum Circle, Marietta, Georgia, and we operate our distribution business through
a broad network of distribution centers. BlueLinx encourages investors to visit its website, www.BlueLinxCo.com, which is updated regularly
with financial and other important information about BlueLinx.
INVESTOR AND MEDIA CONTACT
Noel Ryan
(720) 778-2415
investor@bluelinxco.com
MARKETING AND COMMUNICATIONS CONTACT
mediarequest@bluelinxco.com
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