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Market Information, Holders, and Dividends
−Removed: Our equity securities consist of one class of common stock, which is traded on the New York Stock Exchange under the symbol “BXC”.
+Added: Our issued equity securities consist of one class of common stock, which is traded on the New York Stock Exchange under the symbol “BXC”.
As of December 30, 2023, there were 11 shareowner accounts of record, and, as of that date, we estimate that there were approximately 9,776 beneficial owners holding our common stock in nominee or “street” name.
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Any future dividend payments would be subject to the discretion of our Board of Directors and contractual restrictions under our revolving credit facility and the terms of the indenture for our senior secured notes.
+Added: The BlueLinx Holdings Inc.
+Added: 2021 Long-Term Incentive Plan does not permit the payment of dividends or dividend equivalents on unvested grants that include underlying shares of our common stock.
Issuer Repurchases of Equity Securities
−Removed: On August 23, 2021, our Board of Directors approved a stock repurchase program pursuant to which authorized us to repurchase up to $25.0 million of our common stock.
−Removed: During the first quarter of fiscal 2022, we repurchased 81,331 shares of our common stock under this program at an average price of $79.03 per share.
−Removed: On May 3, 2022, our Board of Directors increased our share repurchase authorization to $100.0 million and we entered into an Accelerated Share Repurchase Agreement (“ASR Agreement”) with Jefferies LLC to repurchase $60.0 million of our common stock.
−Removed: Under the ASR Agreement, we received initial delivery of 553,584 shares of common stock on May 3, 2022 representing approximately 65 percent of the total number of shares of common stock initially underlying the ASR Agreement, based on our closing stock price of $70.45 on May 2, 2022.
−Removed: Final settlement of the shares of common stock repurchased under the ASR Agreement occurred on September 15, 2022 based on the average of the daily volume-weighted average price of our common stock during the repurchase period under the ASR Agreement, less a discount and other adjustments pursuant to the terms and conditions of the ASR Agreement.
−Removed: At settlement, we received an additional 247,431 shares of common stock.
−Removed: Under our ASR Agreement, we repurchased a total of 801,015 shares of our common stock at an average price of $74.90 per share.
−Removed: As of December 31, 2022, we have repurchased a total of 882,346 shares for $66.4 million under our $100.0 million share repurchase program, including 801,015 shares purchased through the ASR Agreement, at an average price of $75.28 per share and we have a remaining authorization amount of $33.6 million.
−Removed: With the remaining availability under the stock repurchase program, we may repurchase our common stock at any time or from time to time, without prior notice, subject to prevailing market conditions and other considerations.
−Removed: Our repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.
+Added: On October 31, 2023, our Board of Directors authorized a new share repurchase program for $100 million.
+Added: Under this new share repurchase program, we may repurchase our common stock from time to time, without prior notice, subject to prevailing market conditions and other considerations.
+Added: Repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.
+Added: As of December 30, 2023, we have repurchased a total of 101,516 shares for $8.6 million under our $100 million share repurchase program, at an average price of $84.43 per share and we have a remaining authorization amount of $91.4 million.
+Added: With the remaining availability under the share repurchase program, we may repurchase our common stock at any time or from time to time, without prior notice, subject to prevailing market conditions and other considerations.
+Added: The new share repurchase plan authorized on October 31, 2023, followed the Company’s previous $100 million share authorization that was approved by the Company’s Board of Directors on August 23, 2021 and increased on May 3, 2022.
+Added: Under that $100 million share repurchase plan, all remaining repurchase authority was utilized during early fiscal October 2023.
+Added: During fiscal 2023, we repurchased 404,796 shares under this previous plan at an average price of $82.91.
Additionally, we occasionally withhold shares of common stock to satisfy tax withholding obligations of employees upon the vesting of such employees’ restricted stock unit awards.
−Removed: The following table summarizes the Company’s common stock repurchase activity for each month of the quarter ended December 31, 2022:
−Removed: Period Total Number of Shares Purchased (1)
−Removed: Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
+Added: The following table summarizes the Company’s common stock repurchase activity for each fiscal month of the fiscal quarter ended December 30, 2023:
+Added: Fiscal monthly period in the fiscal quarter ended December 30, 2023 Total Number of Shares Purchased (1)
+Added: Average Price Paid per Share (2)
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)
+Added: Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (4)
October 1 - November 4 46,584 $ 78.47 46,584 $ 100,000,000
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Total 148,909 148,100
−Removed: (1) Shares repurchased during the last month of the quarter ended December 31, 2022 represents shares withheld by us in connection with tax withholding obligations of our employees upon vesting of such employees’ restricted stock unit awards.
+Added: (1) Includes shares withheld by us in connection with tax withholding obligations of our employees upon vesting of such employees’ restricted stock unit awards.
+Added: (2) Includes broker commissions associated with the repurchases.
+Added: Excludes any excise taxes incurred under The Inflation Reduction Act of 2022.
+Added: For shares withheld by us in connection with tax withholding obligations of our employees upon vesting of such employee’s restricted stock unit awards, the price paid per share is the market price on vesting date.
+Added: (3) The 46,584 shares repurchased during the fiscal monthly period October 1 - November 4 were repurchased under the $100 million share repurchase authorization and increase approved by the Company’s Board of Directors on August 23, 2021 and
+Added: The 101,516 shares repurchased during the fiscal monthly period November 5 - December 2 were repurchased under the $100 million share repurchase authorization approved by the Company’s Board of Directors on October 31, 2023.
+Added: (4) The $100 million share repurchase authorization and increase approved by the Company’s Board of Directors on August 23, 2021 and May 3, 2022 was completed during the fiscal monthly period October 1 - November 4.
+Added: The amounts in this column correspond to the $100 million share repurchase authorization approved by the Company’s Board of Directors on October 31, 2023.
Securities Authorized for Issuance Under Equity Compensation Plans
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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.