UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2017
TopBuild Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
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001-36870 |
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47-3096382 |
(State or Other |
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(Commission File Number) |
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(IRS Employer Identification No.) |
475 North Williamson Boulevard |
(Address of Principal Executive Office) |
Registrant’s telephone number, including area code (386) 304-2200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2017, Michelle A. Friel, Vice President, General Counsel and Secretary of TopBuild Corp., a Delaware corporation (the “Company”), delivered her resignation to the Company’s Board of Directors, effective immediately. Ms. Friel resigned for personal reasons.
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2017 Annual Meeting of Stockholders on May 1, 2017 (the “Annual Meeting”). The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal 1: Election of Mark A. Petrarca and Margaret M. Whelen as Class II Directors to serve until the 2020 Annual Meeting of Stockholders.
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Votes |
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Broker |
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Votes “For” |
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Withheld |
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Non-Votes |
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Mark A. Petrarca |
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22,472,947 |
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10,419,407 |
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2,261,306 |
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Margaret M. Whelan |
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22,487,321 |
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10,405,033 |
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2,261,306 |
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Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year.
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Votes |
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Broker |
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Votes “For” |
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“Against” |
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Abstentions |
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Non-Votes |
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35,089,778 |
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50,461 |
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13,421 |
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— |
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Proposal 3: Approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.
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Votes |
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Broker |
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Votes “For” |
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“Against” |
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Abstentions |
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Non-Votes |
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32,437,207 |
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372,148 |
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82,999 |
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2,261,306 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOPBUILD CORP. |
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Date: May 4, 2017 |
By: |
/s/ John S. Peterson |
John S. Peterson |
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Vice President and Chief Financial Officer |