Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b) Retirement of Mitchell B. Lewis
On April 15, 2021, Mitchell B. Lewis, President and Chief Executive Officer of
BlueLinx Holdings Inc., a Delaware corporation ("BlueLinx" or the "Company"),
notified the Company of his decision to retire from the position of President
and Chief Executive Officer of the Company, effective June 7, 2021.
In connection with Mr. Lewis's retirement, the Company and Mr. Lewis entered
into a retirement and transition services agreement (the "Retirement
Agreement"), dated April 15, 2021, pursuant to which, among other things, Mr.
Lewis (i) will retire as President and Chief Executive Officer of the Company,
effective as of June 7, 2021, and (ii) agreed to provide transition services to
the Company as a non-executive employee from June 7, 2021 through December 31,
2021. Pursuant to the Retirement Agreement, the Company will continue to pay Mr.
Lewis his current annual base salary of $850,000 through June 30, 2021 and,
thereafter, shall pay Mr. Lewis $20,000 per month from July 1, 2021 through
December 31, 2021. The Company will also pay Mr. Lewis 50% of the bonus that
would have been payable to him under the terms of the Company's Short-Term
Incentive Plan for fiscal year 2021, had Mr. Lewis remained employed as
President and Chief Executive Officer through the end of fiscal year 2021. The
pro rata bonus amount, if any, will be based on his annual base salary and bonus
percentage as of March 31, 2021. The pro rata bonus, if any, will be paid at the
time that the Company's 2021 annual bonuses are paid to the other Short-Term
Incentive Plan participants. The Company also agreed that if Mr. Lewis elects to
continue healthcare coverage under COBRA following his last day of employment,
it will pay its portion of the related premiums for up to 18 months.
In addition, the Company agreed that (i) Mr. Lewis's 2018 and 2019
performance-based restricted stock unit awards will continue to vest and become
non-forfeitable in accordance with their terms, even though Mr. Lewis may no
longer be employed by the Company at the time such awards vest, (ii) his 2018,
2019 and 2020 time-based restricted stock unit awards that are scheduled to vest
in (1) 2021 will continue to vest and become non-forfeitable in accordance with
their terms on their scheduled vesting date, and (2) 2022 will vest and become
non-forfeitable on the same scheduled vesting date as the time-based restricted
stock unit awards vesting in 2021, and (iii) his remaining unvested restricted
stock unit awards that would vest after 2022 will be forfeited. Under the
Retirement Agreement, Mr. Lewis also confirmed the continued effectiveness of
all existing restrictive covenants applicable to him under his employment
agreement, and entered into a general release in favor of the Company.
Mr. Lewis will continue to serve as a member of the Board of Directors of the
Company following his retirement as the President and Chief Executive Officer of
the Company.
(c) Appointment of Dwight Gibson as President and Chief Executive Officer
On April 15, 2021, the Company's Board of Directors appointed Dwight Gibson to
serve as the Company's President and Chief Executive Officer, effective June 7,
2021.
Mr. Gibson, 46, is the Chief Commercial Officer of SPX FLOW, Inc. (NYSE: FLOW),
a global provider of process solutions and components across a variety of
sanitary and industrial market applications. Previously, he served as President,
Food & Beverage and Industrial Segments (May 2019 to May 2020) and President,
Food & Beverage Segment (June 2016 to May 2019) for SPX FLOW. Prior to joining
SPX FLOW, Mr. Gibson spent 11 years at HVAC manufacturer Ingersoll Rand, most
recently leading significant growth initiatives as President of Strategic
Initiatives for the company's climate segment. Mr. Gibson has also served as a
director of Interface, Inc. (Nasdaq: TILE), a worldwide commercial flooring
company, since September 2019. Mr. Gibson received his Bachelors in Business
Administration from Howard University, his Master's in Business Administration
from Stanford University and a Master's of Science in International Strategy and
Diplomacy from the London School of Economics.
In connection with his appointment, the Company and Mr. Gibson entered into an
employment agreement (the "Employment Agreement"), dated April 15, 2021, under
which he will receive an annual base salary of $725,000 and a relocation and
sign-on bonus of $200,000. Mr. Gibson will also participate in the Company's
Short-Term Incentive Plan with an annual cash target bonus opportunity of 100%
of his base salary, up to a maximum of 200% of his base salary. For 2021, Mr.
Gibson's annual cash bonus will be pro-rated to equal seven-twelfths (7/12) of
the actual 2021 bonus performance, but will be no less than $536,000.
Under the Employment Agreement, Mr. Gibson will also receive sign-on equity
awards of restricted stock units covering (i) 43,290 shares of the Company's
common stock, which will vest on June 1, 2022, and (ii) 43,290 additional shares
of the Company's common stock, which will vest in three equal installments over
a three-year period commencing on June 7, 2021, in each case subject to his
continued employment on the date of vesting. These sign-on restricted stock unit
grants will also be
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contingent on Mr. Gibson's relocation to the Atlanta, Georgia metropolitan area
on or before September 1, 2021. He will also be eligible for future annual
equity grants under the Company's Long-Term Incentive Plan.
In addition, Mr. Gibson will be eligible to receive a separation benefit of 200%
of his annual base salary in the event such separation occurs after June 1,
2022, and one year of continued healthcare coverage if he is terminated without
"cause" or resigns from the Company voluntarily for "good reason", and will
receive a separation benefit of 300% of his annual base salary and 18 months of
continued healthcare coverage in the event of a qualifying termination following
a "change in control" of the Company, in each case subject to Mr. Gibson's
execution of a release of claims against the Company. Mr. Gibson also will be
entitled to certain other customary executive perquisites. The agreement also
contains customary employment terms and conditions, and in-term and post-term
restrictive covenants applicable to Mr. Gibson.
The Employment Agreement also provides that the Board of Directors of the
Company will take such action as may be necessary to appoint or elect Mr. Gibson
as a member of the Board of Directors of the Company upon joining the Company on
June 7, 2021.
There is no arrangement or understanding between Mr. Gibson and any other person
pursuant to which Mr. Gibson was selected as an officer of the Company, and Mr.
Gibson does not have a direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no
family relationships existing between Mr. Gibson and any director or executive
officer of the Company.
Additional information about the benefit plans and programs described in this
Item 5.02, and other plans and programs generally available to the Company's
executive officers, is included in the Company's Proxy Statement for the 2021
annual meeting of its stockholders filed with the Securities and Exchange
Commission on April 20, 2021.
The foregoing description of the Retirement Agreement and the Employment
Agreement set forth under this Item 5.02 does not purport to be complete and is
qualified in its entirety by reference to the Retirement Agreement and the
Employment Agreement, which are filed as Exhibits 10.1 and 10.2, respectively,
and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 21, 2021, the Company issued a press release announcing the matters
described in Item 5.02 of this Current Report. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report and is incorporated herein by
reference.
The information included in this Item 7.01, as well as Exhibit 99.1, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Exhibit Description
99.1 Press Release dated April 21, 2021.
10.1 Retirement and Transition Services Agreement between BlueLinx
Corporation and Mitchell B. Lewis, dated April 15, 2021.
10.2 Employment Agreement by and among BlueLinx Corporation, BlueLinx
Holdings Inc. and Dwight Gibson, dated April 15, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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