UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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 (
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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_________________________________________________
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 |