Item 5.07. Submission of Matters to a Vote of Security Holders
On
The final voting results regarding each proposal are set forth below. There were
67,283,930 shares of common stock, par value
Proposal 1: BMC Merger Agreement Proposal.
BMC's stockholders approved the proposal to adopt the Merger Agreement (the "BMC merger agreement proposal"). The BMC merger agreement proposal was approved by BMC's stockholders by the votes set forth in the table below:
For Against Abstentions Broker Non-Votes 56,802,670 2,666 218,776
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Proposal 2: BMC Compensation Proposal.
BMC's stockholders approved, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to BMC's named executive officers in connection with the transactions contemplated by the Merger Agreement (the "BMC compensation proposal"). The BMC compensation proposal was approved by BMC's stockholders by the votes set forth in the table below:
For Against Abstentions Broker Non-Votes 54,574,400 2,228,436 221,276 -
Proposal 3: BMC Adjournment Proposal.
In connection with the BMC stockholder meeting, BMC also solicited proxies with respect to a proposal to adjourn the BMC stockholder meeting to solicit additional proxies if, within three business days prior to the date of the BMC stockholder meeting, there were not sufficient votes to approve the BMC merger agreement proposal, or if BMC was otherwise required or permitted to do so pursuant to the Merger Agreement, or to ensure that any supplement or amendment to the definitive joint proxy statement/prospectus was timely provided to BMC stockholders. The adjournment proposal was not submitted to BMC's stockholders for approval at the BMC stockholder meeting because the BMC merger agreement proposal had been approved.
Item 8.01. Other Events.
Receipt of the approval of the BMC merger agreement proposal and the approval by
the Builders FirstSource stockholders at a special meeting of Builders
FirstSource stockholders also held on
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Cautionary Notice Regarding Forward-Looking Statements
This report, in addition to historical information, contains "forward-looking
statements" (as defined in the Private Securities Litigation Reform Act of 1995)
regarding, among other things, future events or the future financial performance
of
Forward-looking statements relating to the proposed business combination between BMC and Builders FirstSource include, but are not limited to: statements about the benefits of the proposed business combination between BMC and Builders FirstSource, including future financial and operating results; the plans, objectives, expectations and intentions of BMC and Builders FirstSource; the expected timing of completion of the proposed business combination; and other statements relating to the proposed merger that are not historical facts. Forward-looking statements are based on information currently available to BMC and Builders FirstSource and involve estimates, expectations and projections. Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties, and important factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. With respect to the proposed business combination between BMC and Builders FirstSource, these factors could include, but are not limited to: the risk that a condition to closing of the business combination may not be satisfied; the length of time necessary to consummate the proposed business combination, which may be longer than anticipated for various reasons; the risk that the businesses will not be integrated successfully; the risk that the cost savings, synergies and growth from the proposed business combination may not be fully realized or may take longer to realize than expected; the assumptions on which the parties' estimates of future results of the combined business have been based may prove to be incorrect in a number of material ways, which could result in an inability to realize the expected benefits of the proposed business combination or exposure to material liabilities; the diversion of management time on issues related to the business combination; the effect of future regulatory or legislative actions on the companies or the industries in which they operate; the risk that the credit ratings of the combined company may be different from what the parties expect; economic and foreign exchange rate volatility; changes in the general economic environment, or social or political conditions, that could affect the businesses; the potential effect of the announcement or consummation of the proposed business combination on relationships with customers, suppliers, competitors, lenders, landlords, management and other employees; the ability to attract new customers and retain existing customers in the manner anticipated or at all; the ability to hire and retain key personnel; reliance on and integration of information technology systems; the risks associated with assumptions the parties make in connection with the parties' critical accounting estimates and legal proceedings; certain restrictions during the pendency of the business combination that may affect the ability of BMC and Builders FirstSource to pursue certain business opportunities or strategic transactions; and the potential of international unrest, economic downturn or effects of anticipated tax rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs.
Additional information concerning other risk factors pertaining to BMC and
Builders FirstSource is also contained in the parties' respective most recently
filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and other information filed with the
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