Item 5. Other Information
ITEM 5. OTHER INFORMATION
On October 26, 2020, the Company recognized the extraordinary contributions of management in 2020 (including leadership through the COVID-19 pandemic, timely cost reductions and/or temporary voluntary salary reductions) by entering into amendments to certain of the outstanding performance-based restricted stock unit awards that were granted on June 8, 2018, under the Company’s Long-Term Equity Incentive Plan (the "RSUs"). The amendments modify only the performance target of the RSUs, which was reduced by 10% from $150 million to $135 million of trailing twelve month Adjusted EBITDA as of the end of any fiscal quarter during the three-year performance period. In approving the amendments, the Compensation Committee of the Company's Board of Directors also acknowledged that the performance target was originally established prior to the COVID-19 pandemic and its effect on the global economic environment and the Company's ability to achieve the performance target. The amendments were entered into with all current employees who were recipients of the June 8, 2018, awards, including Mitchell B. Lewis, President and Chief Executive Officer, and Alexander S. Averitt, Chief Operating Officer.
The foregoing description of the material terms of the amendments is qualified in its entirety by reference to the form of amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K.
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ITEM 6. EXHIBITS
Exhibit
Number Description
10.1 * Form of Purchase and Sale Agreement with Big Acquisitions LLC, dated as of June 1, 2020.
10.2 * First Amendment to Purchase and Sale Agreement with Big Acquisitions LLC, dated as of July 8, 2020.
31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 * Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 ** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 ** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.Def Definition Linkbase Document.
101.Pre Presentation Linkbase Document.
101.Lab Labels Linkbase Document.
101.Cal Calculation Linkbase Document.
101.Sch Schema Document.
101.Ins Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 26, 2020, formatted in Inline XBRL.
* Filed herewith.
** Exhibit is being furnished and shall not be deemed to be “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 into any filing under the Securities Act of 1933, as amended.
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SIGNATURE
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.
BlueLinx Holdings Inc.
(Registrant)
Date: October 28, 2020 By: /s/ Kelly C. Janzen
Kelly C. Janzen
Senior Vice President and Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.