Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, the Board of Directors (the "Board") of TopBuild Corp., a
Delaware corporation (the "Company"), expanded the size of the Board from seven
to eight persons and appointed Ernesto Bautista III to serve as a Director for a
term expiring at the 2022 Annual Meeting of Stockholders. The Board also
appointed Mr. Bautista to serve on the Board's Audit Committee, Compensation
Committee, and Governance Committee.
Mr. Bautista in currently Chief Financial officer of BJ Energy Solutions LLC, an
oil and gas service company. Prior to joining BJ Energy Solutions this year,
Bautista served as Vice President, Chief Financial Officer and Treasurer of
CARBO Ceramics Inc. (NYSE:CRR) from 2009 to 2020. In addition, Bautista served
in several senior management roles at W-H Energy Services, Inc. (NYSE:WHQ),
ultimately serving as Vice President and Chief Financial Officer prior to the
Company's sale to Smith International Inc. Mr. Bautista is a Certified Public
Accountant (Texas) and holds Bachelor's and Master's degrees from Rice
University.
Mr. Bautista will participate in the standard non-employee director compensation
arrangements described in the Company's 2021 Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on March 24, 2021.
There are no arrangements or understandings between Mr. Bautista and any other
person pursuant to which Mr. Bautista was appointed to the Board. Since the
beginning of the Company's last fiscal year, the Company has not engaged in any
transactions, and there are no proposed transactions, or series of similar
transactions, in which Mr. Bautista was or is to be a participant and in which
any related person had a direct or indirect material interest in which the
amount involved exceeds or exceeded $120,000.
Item 7.01 Regulation FD Disclosure.
On September 13, 2021, TopBuild issued a press release announcing the Board's
appointment of Mr. Bautista. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and incorporated by reference in this
Item 7.01.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing by TopBuild under the Securities Act of
1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated September 13, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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