Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(b) Departure of Chief Executive Officer and President
On March 21, 2023, BlueLinx Holdings Inc. (the "Company") announced the
departure of Dwight Gibson from his role as President and Chief Executive
Officer of the Company, effective March 21, 2023 (the "Effective Date"). Mr.
Gibson will also be stepping down from his role as a member of the Board of
Directors (the "Board") of the Company. For purposes of Section 5(b) of his
existing employment agreement with the Company and BlueLinx Corporation, dated
effective as of April 15, 2021 (filed as Exhibit 10.2 to the Company's Form 8-K
filed on April 21, 2021, the "Gibson Employment Agreement"), Mr. Gibson's
departure will be treated as a termination without cause.
In connection with his separation, BlueLinx Corporation and Mr. Gibson have
entered into a Separation and Release Agreement (the "Separation Agreement"),
attached hereto as Exhibit 10.1 and incorporated herein by reference, which
confirms his severance benefits and post-termination obligations under the
Gibson Employment Agreement, and includes a customary release of claims. The
severance benefits to be received by Mr. Gibson under the Separation Agreement
in conjunction with the Gibson Employment Agreement are described under the
caption "Compensation Discussion and Analysis-Employment Agreements" in the
Company's Definitive Proxy Statement for the 2022 annual meeting of its
stockholders, filed with Securities and Exchange Commission on April 15, 2022.
Mr. Gibson's departure as President, Chief Executive Officer and Director of the
Company was not due to any matter relating to compliance with the Company's
operations, policies or practices. Furthermore, his departure as a Director was
not due to any disagreement with the Company.
(c) Appointment of President, Chief Executive Officer and Director
The Company also announced that, following Mr. Gibson's departure, Shyam K.
Reddy, the Company's existing Chief Legal and Sustainability Officer and
Corporate Secretary will succeed Mr. Gibson as President and Chief Executive
Officer of the Company. Effective immediately, Mr. Reddy has also been elected
to the Board of Directors of the Company.
Mr. Reddy, age 48, has served as the Company's Senior Vice President, Chief
Legal and Sustainability Officer and Corporate Secretary since March 2022.
Previously, Mr. Reddy served as Senior Vice President, Chief Administrative
Officer, and Corporate Secretary of the Company from May 2019 to March 2022 and
Senior Vice President and Chief Transformation Officer from April 2018 to May
2019. Mr. Reddy served as Senior Vice President, Chief Administrative Officer,
General Counsel, and Corporate Secretary of the Company from May 2017 to April
2018, and as Senior Vice President, General Counsel and Corporate Secretary of
the Company from June 2015 until May 2017. Prior to joining BlueLinx, Mr. Reddy
served as Senior Vice President, Chief Administrative Officer, General Counsel,
and Corporate Secretary of Euramax International, Inc. (the predecessor of
OmniMax International, LLC), from March 2013 to March 2015. Before joining
Euramax International, Inc., Mr. Reddy was the Regional Administrator of the
Southeast Sunbelt Region of the U.S. General Services Administration from March
2010 to March 2013. Mr. Reddy practiced corporate law as a partner in the
Atlanta office of Kilpatrick, Townsend & Stockton LLP from January 2009 to March
2010.
In connection with his appointment, the Company, BlueLinx Corporation and Mr.
Reddy have entered into an employment agreement (the "Reddy Employment
Agreement"), dated March 21, 2023, attached hereto as Exhibit 10.2 and
incorporated herein by reference, under which he will receive an annual base
salary of $775,000. Mr. Reddy will also participate in the Company's Short-Term
Incentive Plan with an annual cash target bonus opportunity of 100% of his base
salary. For 2023, Mr. Reddy's 2023 annual bonus will be prorated for the portion
of the year in which Mr. Reddy served in his prior role. Under the Reddy
Employment Agreement, Mr. Reddy will also be eligible to participate in the
Company's long-term incentive programs, and for 2023, will have target long-term
incentive program awards with an aggregate grant value equal to $2,500,000,
consisting of a mixture of time- and performance-based awards, consistent with
similarly situated executives. The Reddy Employment Agreement also provides that
Mr. Reddy is eligible to participate in all benefit programs for which senior
executives generally are eligible.
In addition, Mr. Reddy will be eligible to receive a separation benefit of 200%
of his annual base salary and one year of continued healthcare coverage if he is
terminated without "cause" or resigns from the Company voluntarily for "good
reason", and will be eligible to receive a separation benefit of 200% of the sum
of his annual base salary and target annual bonus, as well as 18 months of
continued healthcare coverage in the event of a qualifying termination following
a "change in control" of the Company, in each case subject to Mr. Reddy's
execution of a release of claims against the Company. The agreement also
contains customary employment terms and conditions, and in-term and post-term
restrictive covenants applicable to Mr. Reddy. In addition, if Mr. Reddy's
employment is terminated without cause or he resigns for good reason, Mr.
Reddy's unvested time-vested equity awards will automatically vest and all of
his unvested performance equity awards will remain outstanding and vest in
accordance with their terms and the Company's actual performance. In the event
of a qualifying termination following a "change in control" of the Company, Mr.
Reddy's unvested performance equity awards will vest at the greater of target or
actual performance, extrapolated as of the "change in control" termination
through the end of the applicable performance period, provided that at least one
year of the grant's performance period has been completed as of the "change in
control" termination.
The initial term of Mr. Reddy's employment under the Reddy Employment expires on
March 21, 2025, with the agreement automatically extending for successive
one-year terms unless the Company provides Mr. Reddy written notice of
non-extension at least 90 days prior to the expiration of the initial term or
any successive term.
The Employment Agreement also provides that the Board will take such action as
may be necessary to appoint or elect Mr. Reddy as a member of the Board.
There are no family relationships between Mr. Reddy and any Company director or
executive officer, and no arrangements or understandings between Mr. Reddy and
any other person pursuant to which he was selected as an officer. Mr. Reddy is
not a party to any current or proposed transaction with the Company for which
disclosure is required under Item 404(a) of Regulation S-K.
Additional information about the benefit plans and programs described in this
Item 5.02, and other plans and programs generally available to the Company's
executive officers, is included in the Company's Definitive Proxy Statement for
the 2022 annual meeting of its stockholders filed with the Securities and
Exchange Commission on April 15, 2022.
Item 7.01 Regulation FD Disclosure
On March 21, 2023, the Company issued a press release announcing the departure
of Mr. Gibson and the appointment of Mr. Reddy as President and Chief Executive
Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on 8-K
and in Exhibit 99.1 shall not be deemed to be "filed" for the purposes of
Section 18 of the Exchange Act, is not subject to the liabilities of that
section and is not deemed incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
The following exhibits are attached with this Current Report on Form 8-K:
Exhibit No. Exhibit Description
10.1 Separation and Release Agreement, dated March 21, 2023, between
BlueLinx Corporation and Dwight Gibson
10.2 Employment Agreement, dated March 21, 2023, between the Company,
BlueLinx Corporation and Shyam Reddy
99.1 Press Release of BlueLinx Holdings Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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BLUELINX HOLDINGS INC. 
