Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2013



Builders FirstSource, Inc.

(Exact Name of Registrant as Specified in its Charter)




Delaware   0-51357   52-2084569

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

2001 Bryan Street, Suite 1600, Dallas, Texas 75201

(Address of Principal Executive Offices)

(214) 880-3500

(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))




Item 5.07 Submission of Matters to a Vote of Security Holders.

The company’s annual meeting of stockholders was held on May 22, 2013. The owners of 92,814,376 shares of the company’s common stock, representing 95.8% of the voting power of all of the shares of common stock issued and outstanding on April 1, 2013, the record date for the meeting, were represented at the annual meeting. Each share of common stock was entitled to one vote at the annual meeting.

Our stockholders elected each of the following individuals as a director of the company for a term of three years: Mr. Daniel Agroskin (80,048,207 votes in favor and 6,684,113 votes withheld), Mr. Kevin J. Kruse (78,107,107 votes in favor and 8,625,213 votes withheld), and Mr. Floyd F. Sherman (81,526,532 votes in favor and 5,205,788 votes withheld). There were 6,082,056 broker non-votes with regard to the election of directors. Mr. Paul S. Levy, Mr. David A. Barr, Mr. Cleveland A. Christophe, and Mr. Craig A. Steinke continue as directors and, if nominated, will next stand for re-election at the 2014 annual meeting of stockholders. Mr. Michael Graff, Mr. Robert C. Griffin, and Mr. Brett N. Milgrim continue as directors and, if nominated, will next stand for re-election at the 2015 annual meeting of stockholders.

Our stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2013 with 92,380,827 votes in favor, 431,287 votes against, and 2,262 abstentions.


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.


By:   /s/ Donald F. McAleenan
  Donald F. McAleenan

Senior Vice President,

General Counsel, and Secretary

Dated: May 28, 2013