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 26, 2008
BUILDERS FIRSTSOURCE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-51357
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52-2084569 |
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(State or other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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2001 Bryan Street, Suite 1600, Dallas, Texas
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75201 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (214) 880-3500
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
Executive Officer Bonuses
On February 26, 2008, the Board of Directors (the Board) of Builders FirstSource, Inc. (the
Company) approved the 2008 cash incentive bonus opportunities for the Companys executive
officers. These cash incentive bonus opportunities consist of two elements.
First, under the Companys Management Incentive Plan, each officer will receive a set
percentage of a bonus pool (the Bonus Pool). The Bonus Pool is equal to 18.5% of the Companys
2008 earnings before taxes (EBT) reduced by the bonuses paid to managers in the Companys 37
markets. The bonus pool for managers in each market is 10% of the markets EBT. Because the bonus
pool for each market will not be reduced for other markets with negative EBT, the total bonuses
paid to market managers could exceed 10% of the total Company EBT. Based on financial data from
the four most recently completed fiscal years, the positive EBT of individual markets would have
produced an average payout to market managers of about 14% of EBT, which would have resulted in an
average Bonus Pool equal to approximately 4.5% of EBT.
EBT is calculated as the Companys earnings before interest, taxes, and amortization less an
interest charge. The interest charge is calculated as 12% multiplied by the Companys 12-month
average net tangible assets. Messrs. Sherman, Horn, Tolly, McAleenan, and Schenkel will receive
10%, 5.8%, 5.8%, 5.3%, and 3.5%, respectively, of the Bonus Pool as their portion of their cash
incentive bonus.
Second, each executive officer may receive a discretionary bonus for 2008 based on his
personal performance. This bonus can be equal to up to 25% of his base salary.
Election of President
On and effective as of February 26, 2008, the Board elected Floyd Sherman as President of the
Company, in addition to his current position as Chief Executive Officer, to fill the position vacated by
Kevin OMeara upon Mr. OMearas departure.