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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): February 16, 2024

BEACON ROOFING SUPPLY, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-50924	36-4173371
(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:


☐			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

Name of each exchange on which registered

Common Stock, $0.01 par value

BECN

NASDAQ Global Select Market

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 16, 2024, Beacon Roofing Supply, Inc. (the “Company”) filed a Certificate of Elimination to its Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Company’s Series A Cumulative Convertible Participating Preferred Stock (the “Series A Preferred Stock”). There were no outstanding shares of Series A Preferred Stock as of July 31, 2023 or any date thereafter.

A copy of the Certificate of Elimination is attached hereto as Exhibits 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits


Exhibit Index
Exhibit Number						Description
3.1						Certificate of Elimination of Series A Cumulative Convertible Participating Preferred Stock of Beacon Roofing Supply, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


	BEACON ROOFING SUPPLY, INC.

Date: February 16, 2024	By:	/s/ Carmelo Carrubba
		Carmelo Carrubba
		Interim Chief Financial Officer

EX-3.1 2 exhibit31-20240216.htm EX-3.1 Document

Exhibit 3.1

CERTIFICATE OF ELIMINATION

SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK

OF BEACON ROOFING SUPPLY, INC.

February 16, 2024

Pursuant to Section 151(g) of the General

Corporation Law of the State of Delaware

Beacon Roofing Supply, Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

First: Pursuant to the authority vested in the Board of Directors of the Corporation (the “Board”) by the Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Board previously adopted resolutions creating and authorizing a series of 650,000 shares of preferred stock, par value $0.01 per share, of the Corporation designated as Series A Cumulative Convertible Participating Preferred Stock (the “Series A Preferred Stock”), subject to the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock (the “Certificate of Designations”), as filed with the Secretary of State of the State of Delaware on December 29, 2017.

Second: None of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued pursuant to the Certificate of Designations.

Third: Pursuant to the authority conferred upon the Board pursuant to the Certificate of Incorporation, the Board adopted resolutions on February 15, 2024, approving the elimination of the Series A Preferred Stock as set forth herein:

RESOLVED, that none of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued pursuant to the Certificate of Designations;

RESOLVED, that, upon filing the Certificate of Elimination with the Secretary of State of the State of Delaware, all matters set forth in the Certificate of Designations with respect to the Series A Preferred Stock shall be eliminated from the Certificate of Incorporation; and

RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver to the Secretary of State of the State of Delaware the Certificate of Elimination as required by the General Corporation Law of the State of Delaware (the “DGCL”) in order to effect the cancellation and elimination of the Series A Preferred Stock, and any and all documents required to be filed therewith.

Fourth: In accordance with Section 151(g) of the DGCL, the Certificate of Incorporation as effective immediately prior to the filing of this Certificate of Elimination is hereby amended to eliminate all references to the Series A Preferred Stock.

[Signature page follows.]

IN WITNESS WHEREOF, Beacon Roofing Supply, Inc. has caused this Certificate of Elimination to be duly executed in its corporate name as of the date first written above.


						BEACON ROOFING SUPPLY, INC.

						By:			/s/ Christine Reddy
						Name:			Christine Reddy
						Title:			Executive Vice President, General Counsel and Secretary

[Signature Page to the Certificate of Elimination]