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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): December 4, 2023
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) On December 4, 2023, Frank A. Lonegro informed Beacon Roofing Supply, Inc. (the “Company”) of his decision to resign as the Executive Vice President & Chief Financial Officer of the Company, effective February 1, 2024. Mr. Lonegro indicated that his departure is not related to the Company’s financial or operating results or to any disagreements with the Company regarding the Company’s financial, operational, accounting, or reporting policies or practices.
| Item 7.01 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 4, 2023, the Company issued a press release announcing Mr. Lonegro’s resignation, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information, including Exhibit 99.1, in Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit Index
| Exhibit Number |
Description |
|
| 99.1 | Press release, dated December 4, 2023 | |
| 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: December 4, 2023 | By: | /s/ Julian G. Francis |
||||
| Julian G. Francis | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
BEACON ANNOUNCES CFO TRANSITION
Company Reaffirms Outlook for Full Year 2023
HERNDON, Va. — (BUSINESS WIRE) — December 4, 2023 — Beacon (Nasdaq: BECN) (the “Company” or “Beacon”) announced today that its Executive Vice President & Chief Financial Officer, Frank Lonegro, will be leaving the company to become the chief executive of a publicly traded company outside of the building products industry. Beacon has commenced a formal search for its next CFO. Mr. Lonegro will remain with the Company until February 1, 2024, to provide a seamless transition.
“We are thrilled for Frank to have the opportunity to lead a company and wish him continued success in this next role. Since joining us in early 2020, Frank has been a tremendous asset for Beacon and a wonderful business partner for me and the executive team. Together, we set Beacon on a new trajectory, and we are well on our way to unlocking Beacon’s full potential,” said Julian Francis, Beacon’s President and Chief Executive Officer.
“I am proud to have been a part of Julian’s executive team these last four years and know Beacon will further excel under this team’s leadership. I’m excited and humbled to have the opportunity to lead a company as a chief executive and appreciate Beacon’s warm wishes and support for my transition to this new role,” said Frank Lonegro, Beacon’s outgoing Chief Financial Officer. “Beacon is a dynamic and high-achieving Company and I’m confident its Ambition 2025 plan will continue to drive performance.”
The Company today also reaffirmed its outlook for the full year 2023, which it provided on November 2, 2023, in connection with its third quarter earnings. 2023 full year Adjusted EBITDA expectations are $910M- $930M. Beacon expects to exceed Ambition 2025 revenue and shareholder return targets in 2023.
Forward-Looking Statements
This release contains information about management’s view of the Company’s future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “reaffirm,” “outlook,” “project” and other words and expressions of similar meaning. Investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, those set forth in the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended December 31, 2022 and subsequent filings with the U.S. Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims any obligation to do so, other than as required by federal securities laws.
About Beacon
Founded in 1928, Beacon is a Fortune 500, publicly traded distributor of building products, including roofing materials and complementary products, such as siding and waterproofing. The company operates over 500 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of nearly 100,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon offers its own private label brand, TRI-BUILT®, and has a proprietary digital account management suite, Beacon PRO+, which allows customers to manage their businesses online. Beacon’s stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visit www.becn.com.
| INVESTOR CONTACT | MEDIA CONTACT | |
| Binit Sanghvi | Jennifer Lewis | |
| VP, Capital Markets and Treasurer | VP, Communications and Corporate Social Responsibility | |
| Binit.Sanghvi@becn.com | Jennifer.Lewis@becn.com | |
| 972-369-8005 | 571-752-1048 |