Builders FirstSource, Inc. — Regulatory Filings 2020

Aug 14, 2020

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): August 11, 2020

BUILDERS FIRSTSOURCE, INC.

(Exact Name of Registrant as Specified in its Charter)

0-51357	Delaware	52-2084569
(Commission File Number)	(State or Other Jurisdiction of Incorporation)	(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	BLDR	NASDAQ Stock Market LLC

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 and effective as of August 11, 2020, the Board of Directors of Builders FirstSource, Inc., a Delaware corporation (the “Corporation”), amended the Corporation’s Amended and Restated By-Laws (the “By-Laws”) by adopting a forum selection bylaw (the “By-Law Amendment”) that requires any derivative claims, any action asserting a claim of breach of a duty (including any fiduciary duty) and any claims arising out of any provision of the General Corporation Law of Delaware or the Corporation’s Certificate of Incorporation or By-Laws, or otherwise relating to the Corporation’s internal affairs, be brought in the Court of Chancery of the State of Delaware, unless the Corporation consents in writing to the selection of an alternative forum.

The By-Law Amendment also includes a provision requiring that, unless the Corporation consents in writing to the selection of an alternative forum, any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, must be brought in the federal district courts of the United States of America.

The foregoing summary of the By-Law Amendment is qualified in its entirety by reference to the Amended and Restated By-Laws of the Corporation, which are attached hereto as Exhibit 3.1 and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed as part of this Current Report:

Exhibit Number	Description
3.1	Amended and Restated By-Laws of Builders FirstSource, Inc.
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.

BUILDERS FIRSTSOURCE, INC. — By:	/s/ Donald F. McAleenan
Name:	Donald F. McAleenan
Title:	Senior Vice President, General Counsel and Secretary