becn-8k_20181029.htm

 

 

 

 

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): October 29, 2018

 

BEACON ROOFING SUPPLY, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-50924

36-417337

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

505 Huntmar Park Drive, Suite 300, Herndon, VA 20170

(Address of Principal Executive Offices) (Zip Code)

 

(571) 323-3939

(Registrant’s telephone number, including area code)

 

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 Instructions 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))

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

 

(d) Election of Director

On October 29, 2018, the Board of Directors (the “Board”) of Beacon Roofing Supply, Inc. (the “Company”) set the size of the Board at twelve members, and upon the recommendation of its Nominating and Corporate Governance Committee, appointed Major General (Ret.) Barbara G. Fast as a new director to serve until the 2019 Annual Meeting of Shareholders. Gen. Fast has also been appointed to serve as a member of the Board’s Compensation Committee.  

Gen. Fast will be compensated on a pro-rated basis for her service on the Board in accordance with the Company’s compensation program for non-employee directors set forth on page 35 of the Company’s most recent proxy statement (filed January 10, 2018), including a pro-rated annual award of restricted stock units granted under the Company’s 2014 Amended and Restated Stock Plan based on the effective date of her appointment.

A copy of the press release announcing the appointment of Gen. Fast is attached hereto as Exhibit 99.

 

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit Index

 

Exhibit #

 

Description

 

 

 

99

 

Beacon Roofing Supply, Inc. Press Release, dated October 29, 2018


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 thereunto duly authorized.

 

 

 

BEACON ROOFING SUPPLY, INC.

 

 

 

 

Date: October 29, 2018

 

By:

/s/ JOSEPH M. NOWICKI

 

 

 

JOSEPH M. NOWICKI

 

 

 

Executive Vice President & Chief Financial Officer

 

 

becn-ex99_6.htm

Exhibit 99

 

 

October 29, 2018

 

Beacon Roofing Supply Appoints Major General (Ret.) Barbara G. Fast to its Board of Directors

 

HERNDON, Va.--(BUSINESS WIRE)-- Beacon Roofing Supply, Inc. (Nasdaq: BECN), announced today that it has added Major General (Ret.) Barbara G. Fast to its Board of Directors, effective immediately. She also will be a member of the Board’s Compensation Committee.

 

Major General Fast currently serves as the Chairperson of the Board of publicly-traded American Public Education, Inc.  (Nasdaq: APEI), a for-profit education company serving over 82,000 students in over 100 degree programs. She also serves as the Chairperson of APEI’s compensation committee and is a member of APEI’s nominating and corporate governance committee.  She also serves as the Chairperson of the Board of Hondros College of Nursing. Major General Fast also serves on the Strategic Advisory Group for the Sierra Nevada Corporation, a privately held aerospace engineering firm. Previously, she served as the Senior Vice President, Army and Defense Intelligence Programs and then Senior Vice President, Strategic Engagements for CGI Federal. Prior to that she was the Vice President, Cyber and Information Solutions for The Boeing Company (NYSE:BA), where she developed the company’s cyber strategy and led Boeing’s cyber, unmanned underwater vehicle, electronic warfare and information business. Major General Fast also serves on several non-profit Boards, holding positions as Director, Armed Forces Communications and Electronics Association Board; Director, US Space and Rocket Center Commission; Trustee, Alabama Cyber and Engineering Magnet School Board; and Chair, Cyber Huntsville Cyber Advisory Council.

Major General Fast retired from the U.S. Army in 2008 after over 32 years of service during which she held a variety of key positions, including Deputy Director, Army Capabilities Integration Center (ARCIC), Training and Doctrine Command (TRADOC); Commanding General, U.S. Army Intelligence Center and Fort Huachuca; Director of Intelligence (C2) Multinational Forces-Iraq and Combined Joint Task Force-7, Operation Iraqi Freedom; Director of Intelligence (J2), U.S. European Command; Director, S1, Signals Intelligence Directorate, and Assistant Deputy Director of Operations, Military Support/Deputy Director, Central Security Services, National Security Agency (NSA/CSS); Commander, 66th Military Intelligence Group; Deputy Chief of Staff, G2, 2nd Armored Division; Commander, 163rd Military Intelligence Battalion; and numerous other command and staff positions.

Major General Fast holds a Bachelor of Science in Education (German and Spanish) from the University of Missouri, a Master of Science in Business Administration from Boston University, and an Honorary Doctorate of Laws from Central Missouri State University. She is also a graduate of the Army War College.

“We are very pleased to welcome General Fast to our Board of Directors," said Robert R. Buck, Beacon's Chairman. "Her unique cybersecurity expertise, deep public company executive and corporate governance experience, and tremendous leadership skills developed over her long and distinguished military and private sector careers, will be valuable assets to Beacon and our Board of Directors as we move forward with our growth initiatives, particularly our leading e-commerce platform."

Major General Fast added:  “I am excited about joining Beacon's Board of Directors, not only because Beacon has a proven track record of delivering great value to its shareholders and customers, but also because Beacon is a market leader in an industry that always has been a main driver of our country’s growth and prosperity.  I look forward to working with management and the other Board members to continue the company's advancement."

 

 

About Beacon Roofing Supply

 

Founded in 1928, Beacon Roofing Supply, Inc. is the largest publicly traded distributor of residential and commercial roofing materials and complementary building products, operating over 500 branches throughout all 50 states in the U.S. and 6 provinces in Canada. To learn more about Beacon and its family of regional brands, please visit www.becn.com.

 


 

 

Contact Information:

Beacon Roofing Supply, Inc.

Joseph Nowicki, Executive VP & CFO

571-323-3939

JNowicki@becn.com