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 21, 2025 (May 15, 2025)

 

 

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 15, 2025, BlueLinx Holdings Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2025 Annual Meeting”) to (1) elect eight directors to hold office until the Company’s 2026 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 January 3, 2026; and (3) approve an advisory, non-binding resolution regarding the executive compensation described in the Company’s Proxy Statement for the 2025 Annual Meeting.

 

At the close of business of March 18, 2025, the record date of the 2025 Annual Meeting, an aggregate of 8,180,454 shares of the Company’s common stock were issued and outstanding. At the meeting, 7,256,822 shares of the Company’s common stock were represented in person or by proxy; therefore, a quorum was present.

 

At the 2025 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			5,419,138				912,281				925,403
Kim S. Fennebresque			5,737,886				593,533				925,403
Keith A. Haas			6,204,562				126,857				925,403
Mitchell B. Lewis			5,831,677				499,742				925,403
Shyam K. Reddy			6,187,646				143,773				925,403
J. David Smith			6,192,396				139,023				925,403
Carol B. Yancey			6,213,544				117,875				925,403
Marietta Edmunds Zakas			5,775,245				556,174				925,403

 

(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 January 3, 2026:

 

For				Against				Abstain
	7,204,805				50,020				1,997

 

(3)	For the approval of the advisory, non-binding resolution regarding the executive compensation described in the Company’s Proxy Statement for the 2025 Annual Meeting:

 

For				Against				Abstain				Broker Non-Votes
	5,759,701				562,625				9,093				925,403

 

Accordingly, the Company’s stockholders elected the eight director nominees and approved proposals 2 and 3 at the 2025 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, 2025	By:	/s/ Shyam K. Reddy
		Shyam K. Reddy
		President and Chief Executive Officer