What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-03 compared with 2020-03-11 · 60 added, 49 removed, 170 unchanged (39% of the section changed)

2 unchanged sentences

Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation, as of the end of the period covered by this report, of our disclosure controls and procedures, which have been designed to permit us to record, process, summarize, and report, within time periods specified by the SEC’s rules and forms, information required to be disclosed.

Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of December 28, 2019 , to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of January 2, 2021, to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control

During the three months ended December 28, 2019 , other than as described below, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended January 2, 2021, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

3 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate.

On April 13, 2018, we acquired Cedar Creek Holdings, Inc.

in a business combination.

At the end of fiscal 2019, we completed the process of integrating the policies, processes, information technology systems, and other components of internal control over financial reporting of the combined business.

Management’s assessment of our internal control over financial reporting for the fiscal year 2019 includes the internal control over financial reporting of Cedar Creek.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 28, 2019 , using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework.

Based on that evaluation, management believes that our internal control over financial reporting was effective as of December 28, 2019 .

The effectiveness of our internal control over financial reporting as of December 28, 2019 , has been audited by BDO USA, LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended December 28, 2019 .

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 2, 2021, using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework.

Based on that evaluation, management believes that our internal control over financial reporting was effective as of January 2, 2021.

The effectiveness of our internal control over financial reporting as of January 2, 2021, has been audited by BDO USA, LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended January 2, 2021.

BDO, USA, LLP’s report on our internal control over financial reporting is set forth below.

6 unchanged sentences

We have audited BlueLinx Holdings Inc.

and subsidiaries’ (the “Company”) internal control over financial reporting as of December 28, 2019 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2019 , based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 28, 2019 and December 29, 2018 , the related consolidated statements of operations and comprehensive loss, cash flows and stockholders’ deficit, for the years then ended, and the related notes and our report dated March 11, 2020 expressed an unqualified opinion thereon.

and subsidiaries’ (the “Company”) internal control over financial reporting as of January 2, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 2, 2021, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of January 2, 2021 and December 28, 2019, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes and our report dated March 3, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

22 unchanged sentences

(the “Proxy Statement”) to be filed within 120 days after the end of our 2020 fiscal year, and is incorporated herein by reference.

Information regarding executive officers of Bluelinx Holdings Inc.

is included under Item 1 of this report and is incorporated herein by reference.

EXECUTIVE COMPENSATION

5 unchanged sentences

Equity Compensation Plan Information

The following table provides information about the shares of our common stock that may be issued upon the exercise of options and other awards under our existing equity compensation plans as of December 28, 2019 .

Our stockholder-approved equity compensation plans consist of the 2004 Plan, the 2006 Plan, and the 2016 Plan.

5 unchanged sentences

Outstanding Options,

Warrants and Rights

Weighted-Average

Warrants and Rights Weighted-Average

Exercise Price of

Options, Warrants

Number of Securities Remaining

and Rights Number of Securities Remaining

Available for Future Issuance Under

2 unchanged sentences

Equity compensation plans approved by security holders — $ — 47,401

Equity compensation plans not approved by security holders

Equity compensation plans not approved by security holders — n/a —

Total — $ — 47,401

Other information required by this item is set forth under the heading “Security Ownership of Management and Certain Beneficial Owners” in the Proxy Statement, and is incorporated herein by reference.

10 unchanged sentences

Not applicable.

Exhibit Number

Exhibit Number Item

2.1 Agreement and Plan of Merger, dated as of March 9, 2018, by and among BlueLinx Corporation, Panther Merger Sub, Inc., Cedar Creek Holdings, Inc.

15 unchanged sentences

10.6 BlueLinx Holdings Inc.

2006 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 17, 2014) ±

BlueLinx Holdings Inc.

2006 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Executives and Employees (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 27, 2015) ±

BlueLinx Holdings Inc.

2016 Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form S-8 Registration Statement filed with the Securities and Exchange Commission on June 3, 2016) ±

5 unchanged sentences

2016 Amended and Restated Long-Term Incentive Plan Form of Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on January 5, 2018) ±

Exhibit Number

10.10 BlueLinx Holdings Inc.

2 unchanged sentences

2016 Amended and Restated Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.13 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018) ±

Exhibit Number Item

10.12 Form of 2018 Performance Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings, Inc.

2016 Amended and Restated Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.14 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018) ±

Form of 2019 Time Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings, Inc.

10.13 Form of Amendment to 2018 Performance Based Restricted Stock Unit Award Agreement under BlueLinx Holdings, Inc.

2016 Amended and Restated Long-Term Incentive Plan, as amended *

10.14 Form of 2019 and 2020 Time Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings, Inc.

2016 Amended and Restated Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2019) ±

21 unchanged sentences

Wayne Trousdale ±

10.28 Employment Agreement between BlueLinx Corporation and Kelly C.

Janzen, dated March 2, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020) ±

10.29 Separation Agreement between BlueLinx Corporation and Susan C.

O’Farrell, dated March 9, 2020 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020) ±

Exhibit Number Item

10.30 Letter Agreement, dated March 22, 2020, between BlueLinx Holdings Inc.

and Mitchell B.

Lewis (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020) ±

10.31 Letter Agreement, dated March 30, 2020, between BlueLinx Corporation and Alexander Averitt (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 3, 2020) ±

10.32 BlueLinx Holdings Inc, Amended and Restated Short-Term Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 18, 2017) ±

Exhibit Number

10.33 BlueLinx Corporation Integration Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 8‑K filed with the Securities and Exchange Commission on April 19, 2018) ±

9 unchanged sentences

10.42 Third Amendment to Purchase and Sale Agreement, dated as of May 1, 2019, by and between ABP IL (University Park) and Big Acquisitions LLC (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019)

10.43 Form of Purchase and Sale Agreement with Big Acquisitions LLC, dated as of October 16, 2019 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020)

10.44 Form of First Amendment to Purchase and Sale Agreement with Big Acquisitions LLC, dated as of November 20, 2019 (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020)

10.45 Form of Second Amendment to Purchase and Sale Agreement with Big Acquisitions LLC, dated as of December 13, 2019 (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020)

10.46 Form of Purchase and Sale Agreement with Big Acquisitions LLC, dated as of June 1, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on October 28, 2020)

10.47 First Amendment to Purchase and Sale Agreement with Big Acquisitions LLC, dated as of July 8, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on October 28, 2020)

10.48 Amended and Restated Credit Agreement, dated April 13, 2018, by and among BlueLinx Holdings Inc., certain subsidiaries of BlueLinx Holdings Inc.

as borrowers or guarantors thereunder, Wells Fargo Bank, National Association, as administrative agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 16, 2018)

Exhibit Number Item

10.49 First Amendment to Amended and Restated Credit Agreement, dated January 31, 2020, by and among BlueLinx Holdings Inc., certain subsidiaries of BlueLinx Holdings Inc.

as borrowers or guarantors thereunder, Wells Fargo Bank, National Association, as administrative agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020)

10.50 Amended and Restated Guaranty and Security Agreement, dated April 13, 2018, by and among BlueLinx Holdings Inc., certain subsidiaries of BlueLinx Holdings Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 16, 2018)

5 unchanged sentences

10.54 Second Amendment to Credit and Guaranty Agreement, dated February 28, 2019, by and among BlueLinx Holdings Inc., as borrower, certain subsidiaries of BlueLinx Holdings Inc., as guarantors, HPS Investment Partners, LLC, as administrative agent and collateral agent, and the other financial institutions party thereto, as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 4, 2019)

Exhibit Number

10.55 Third Amendment to Credit and Guaranty Agreement, dated October 24, 2019, by and among BlueLinx Holdings Inc., as borrower, certain subsidiaries of BlueLinx Holdings Inc., as guarantors, the lenders party thereto, and HPS Investment Partners, LLC, in its capacity as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2019)

10.56 Fourth Amendment to Credit and Guaranty Agreement, dated December 31, 2019, by and among BlueLinx Holdings Inc., as borrower, certain subsidiaries of BlueLinx Holdings Inc., as guarantors, the lenders party thereto, and HPS Investment Partners, LLC, in its capacity as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020)

10.57 Fifth Amendment to Credit and Guaranty Agreement, dated February 28, 2020, by and among BlueLinx Holdings Inc., as borrower, certain subsidiaries of BlueLinx Holdings Inc., as guarantors, the lenders party thereto, and HPS Investment Partners, LLC, in its capacity as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020)

10.58 Sixth Amendment to Credit and Guaranty Agreement, dated April 1, 2020, by and among BlueLinx Holdings Inc., as borrower, certain subsidiaries of BlueLinx Holdings Inc., as guarantors, the lenders party thereto, and HPS Investment Partners, LLC, in its capacity as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 7, 2020)

21.1 List of subsidiaries of the Company*

2 unchanged sentences

Lewis, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Susan C.

O’Farrell, Chief Financial Officer and Treasurer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2 Certification of Kelly C.

Janzen, Chief Financial Officer and Senior Vice President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1 Certification of Mitchell B.

Lewis, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Certification of Susan C.

O’Farrell, Chief Financial Officer and Treasurer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Definition Linkbase Document*

Presentation Linkbase Document*

Labels Linkbase Document*

Calculation Linkbase Document*

Schema Document*

Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

32.2 Certification of Kelly C.

Janzen, Chief Financial Officer and Senior Vice President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Exhibit Number Item

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 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

† Portions of this document were omitted and filed separately with the SEC pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Exchange Act.

3 unchanged sentences

± Management contract or compensatory plan or arrangement.

Previously filed as an exhibit to Amendment No.

(A) Previously filed as an exhibit to Amendment No.

1 to the Company’s Registration Statement on Form S-1 (Reg.

7 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Capacity Date

/s/ Mitchell B.

President, Chief Executive Officer, and Director

March 11, 2020

Senior Vice President, Chief Financial Officer, Treasurer (Principal Accounting Officer)

March 11, 2020

/s/ Dominic DiNapoli

March 11, 2020

Lewis President, Chief Executive Officer, and Director March 3, 2021

Janzen Senior Vice President and Chief Financial Officer (Principal Accounting Officer) March 3, 2021

Fennebresque Chairman March 3, 2021

Czanderna Director March 3, 2021

/s/ Dominic DiNapoli Director March 3, 2021

Dominic DiNapoli

March 11, 2020

Schumacher Director March 3, 2021

David Smith Director March 3, 2021

Yancey Director March 3, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures