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BXC > SEC Filings for BXC > Form 8-K on 18-May-2012All Recent SEC Filings

Show all filings for BLUELINX HOLDINGS INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BLUELINX HOLDINGS INC.


18-May-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

On May 17, 2012, BlueLinx Holdings Inc. ("BlueLinx" or "the Company") held its Annual Meeting of Stockholders to (1) elect eight directors to hold office until the 2013 annual meeting of stockholders or until their successors are duly elected and qualified, (2) ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2012,
(3) approve an amendment to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (as amended and restated effective May 21, 2008) to increase the number of shares available for grant thereunder from 5,200,000 shares to 12,200,000 shares, (4) approve an amendment to the BlueLinx Holdings Inc. Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000, and
(5) approve the advisory, non-binding resolution regarding the executive compensation described in the Company's Proxy Statement.

At the close of business on April 2, 2012, the record date, an aggregate of 63,702,287 shares of the Company's common stock were issues and outstanding. At the meeting, 59,696,245 shares of common stock were represented in person or by proxy; therefore, a quorum was present.

At the May 17, 2012 Annual Meeting, the Company's stockholders voted as follows:

(1) For the election of the below-named nominees to the Board of Directors of the Company:

                                                 Number of Votes
 Nominees              Number of Votes For          Withheld           Broker Non-Votes
 Howard S. Cohen                 51,045,330             4,597,827              4,053,088
 Richard S. Grant                55,512,236               130,921              4,053,088
 George R. Judd                  50,375,922             5,267,235              4,053,088
 Steven F. Mayer                 50,131,285             5,511,872              4,053,088
 Charles H. McElrea              50,358,069             5,285,088              4,053,088
 Alan H. Schumacher              55,517,236               125,921              4,053,088
 Robert G. Warden                50,252,309             5,390,848              4,053,088
 M. Richard Warner               51,192,484             4,450,673              4,053,088

(2) For the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2012:

For Against Abstain 59,653,915 27,225 15,105

(3) For the approval of an amendment to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (as amended and restated effective May 21, 2008) to increase the number of shares available for grant thereunder from 5,200,000 shares to 12,200,000 shares:

For Against Abstain Broker Non-Vote 47,803,509 7,828,199 11,449 4,053,088

(4) For the approval of the amendment to the BlueLinx Holdings Inc. Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000:

For Against Abstain 54,865,286 4,827,100 3,859



(5) For the approval of the advisory, non-binding resolution regarding the executive compensation described in the Company's Proxy Statement:

For Against Abstain Broker Non-Vote 55,309,422 310,571 23,164 4,053,088


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