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BECN > SEC Filings for BECN > Form 8-K on 13-Feb-2014All Recent SEC Filings

Show all filings for BEACON ROOFING SUPPLY INC



Change in Directors or Principal Officers, Submission of Matters to a V

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2014, the shareholders of Beacon Roofing Supply, Inc. (the "Company") approved the Beacon Roofing Supply, Inc. 2014 Stock Plan (the "Plan"). The Board of Directors of the Company approved the Plan on November 22, 2013, subject to the approval of the shareholders.

The Plan provides for discretionary awards of stock options, stock, stock units and stock appreciation rights ("SARs") to selected employees and non-employee directors.

The material terms of the Plan are as follows: The Plan is administered by the compensation committee of the Board of Directors (the "Committee"). The number of shares of common stock that may be issued under the Plan is 5,100,000. Stock options and SARs granted under the Plan and stock options granted after September 30, 2013 under the Amended and Restated Beacon Roofing Supply, Inc. 2004 Stock Plan (the "2004 Plan") will reduce the number of available shares by one share for every share subject to the stock option or SAR, and stock awards and stock unit awards granted under the Plan and granted after September 30, 2013 under the 2004 Plan will reduce the number of available shares by two shares for every one share delivered. Awards forfeited after September 30, 2013 and shares used to pay withholding taxes on stock and stock unit awards after September 30, 2013 under the Plan and the 2004 Plan will again be available for issuance under the Plan. Shares issuable under the Plan may be authorized but unissued shares or treasury shares. The Committee can grant awards under the Plan until February 12, 2024. The Committee can provide that any award granted under the Plan shall be subject to the attainment of performance goals, including those that qualify the award as "performance-based compensation" as defined in Section 162(m) of the Internal Revenue Code.

A more detailed summary of the terms of the Plan appears on pages 9 to 15 of the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on January 6, 2014.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) 2014 Annual Meeting of Shareholders

The Annual Meeting of the Company was held on February 12, 2014.

(b) Voting Results

1.) Shareholders elected eight directors to hold office until the 2015 Annual Meeting of Shareholders or until their successors are elected and qualified. The final votes with respect to each director nominee were:

                                    For           Withheld        Non-Votes
             Robert R. Buck       44,190,149       1,145,472       2,289,849
             Paul M. Isabella     44,412,064         923,557       2,289,849
             Richard W. Frost     44,648,775         686,846       2,289,849
             James J. Gaffney     44,689,587         646,034       2,289,849
             Peter M. Gotsch      43,966,279       1,369,342       2,289,849
             Neil S. Novich       44,919,295         416,326       2,289,849
             Stuart A. Randle     44,181,378       1,154,243       2,289,849
             Wilson B. Sexton     44,964,938         370,683       2,289,849

2.) Shareholders ratified the appointment of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the fiscal year ending September 30, 2014. The final votes were:

                         For                  46,582,440
                         Against                 779,814
                         Abstain                 263,216
                         Broker Non-Votes              0

3.) Shareholders approved the compensation for our named executive officers as presented in our proxy statement on a non-binding, advisory basis. The final votes were:

                         For                  44,442,070
                         Against                 737,741
                         Abstain                 155,810
                         Broker Non-Votes      2,289,849

4.) Shareholders approved the Company's 2014 Stock Plan. The final votes were:

                         For                  42,387,156
                         Against               2,799,045
                         Abstain                 149,420
                         Broker Non-Votes      2,289,849

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits are set forth on the attached exhibit index.

                                 Exhibit Index

Number                                  Description

10.1       Beacon Roofing Supply, Inc. 2014 Stock Plan (incorporated by reference
           to Appendix A to the Company's 2014 Proxy Statement for the Annual
           Meeting held on February 12, 2014).*

10.2       Form of Beacon Roofing Supply, Inc. 2014 Stock Plan Restricted Stock
           Unit Award Agreement for Non-Employee Directors.*

* Compensatory plan or arrangement.

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