Schedule 14A


Download 1.13 Mb.
NameSchedule 14A
page1/23
A typeSchedule
manual-guide.com > manual > Schedule
  1   2   3   4   5   6   7   8   9   ...   23



Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

BLUELINX HOLDINGS INC.

  (Name of Registrant as Specified In Its Charter)

N/A

  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ

 

No fee required.

 

 

 

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.




 

 

 

1)

 

Title of each class of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

 

 

2)

 

Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

     3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

 

 

4)

 

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

 

 

 

 

5)

 

Total fee paid:

 

 

 

 

 

 




o

 

Fee paid previously with preliminary materials.

 

 

 

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.




 

 

 

1)

 

Amount Previously Paid:

 

 

 

 

 

 

 

 

 

 

 

2)

 

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

 

 

 

 

3)

 

Filing Party:

 

 

 

 

 

 

 

 

 

 

 

4)

 

Date Filed:

 

 

 

 

 

 

 
Table of Contents



 

BlueLinx Holdings Inc.

4300 Wildwood Parkway

Atlanta, Georgia 30339

 

April 18, 2011

 

Dear Stockholder:

 

I am pleased to invite you to the 2011 Annual Meeting of Stockholders of BlueLinx Holdings Inc. The meeting will be held at our headquarters at 4300 Wildwood Parkway, Atlanta, Georgia 30339 on Thursday, May 19, 2011 at 1:00 p.m. Eastern Daylight Saving Time. The matters to be voted upon at the meeting are listed in the accompanying notice of the Annual Meeting, and are described in more detail in the accompanying proxy statement and proxy card. Whether or not you plan to attend the Annual Meeting, please complete, date, sign and mail promptly the enclosed proxy card in the envelope provided to ensure that your vote will be counted. If you attend the meeting, you will, of course, have the right to revoke the proxy and vote your shares in person.

 

On behalf of the Board of Directors, management and employees of BlueLinx, I extend our appreciation for your continued support and look forward to meeting with you.

 

Very truly yours,
 



George R. Judd

President and Chief Executive Officer
Table of Contents



 

BLUELINX HOLDINGS INC.
 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

To Our Stockholders:

 

NOTICE IS HEREBY GIVEN that the 2011 Annual Meeting of Stockholders of BlueLinx Holdings Inc. will be held at our headquarters at 4300 Wildwood Parkway, Atlanta, Georgia 30339 on Thursday, May 19, 2011, at 1:00 p.m. Eastern Daylight Saving Time, for the following purposes:

 

1. to elect eight directors to hold office until the 2012 annual meeting of stockholders or until their successors are duly elected and qualified;

 

2. to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2011;

 

3. to approve an amendment to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (as amended and restated effective May 21, 2008) to increase the number of shares of common stock available for grant thereunder from 3,200,000 shares to 5,200,000 shares and permit the grant of awards exempt from the deduction limit of Section 162(m) of the Internal Revenue Code;

 

4. to approve the BlueLinx Holdings Inc. Amended and Restated Short-Term Incentive Plan;

 

5. an advisory, non-binding proposal to approve the executive compensation described in this Proxy Statement;

 

6. an advisory, non-binding proposal with respect to the frequency that stockholders will vote on our executive compensation; and

 

7. to transact such other business as may properly come before the meeting and any adjournment or postponement thereof.

 

Stockholders of record at the close of business on April 4, 2011, will be entitled to notice of and to vote at the meeting or any postponements or adjournments of the meeting.

 

The Board of Directors recommends voting FOR its nominees for director and FOR proposals 2 through 5. The Board of Directors recommends a vote in favor of a frequency of THREE YEARS in proposal 6.

 

Whether or not you expect to be present in person at the meeting, please sign and date the accompanying proxy and return it promptly in the enclosed postage-paid reply envelope. This will assist us in preparing for the meeting.

 

By Order of the Board of Directors,

 



Sara E. Epstein,

Secretary

April 18, 2011

Atlanta, Georgia
Table of Contents

IMPORTANT NOTICE REGARDING AVAILABILITY

OF PROXY MATERIALS FOR THE 2011 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 19, 2011

 

BlueLinx Holdings Inc. is providing access to its proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of its proxy materials on the Internet.

 

You may access the following proxy materials as of the date they are first mailed to our stockholders by visiting https://materials.proxyvote.com/09624H :

 

 

 

 

 

• 

Notice of 2011 Annual Meeting of Stockholders to be held on Thursday, May 19, 2011;

 

 

 

 

• 

Proxy Statement for 2011 Annual Meeting of Stockholders to be held on Thursday, May 19, 2011; and

 

 

 

 

• 

Annual Report on Form 10-K for the fiscal year ended January 1, 2011.

 

These proxy materials are available free of charge and will remain available through the conclusion of the Annual Meeting. In accordance with SEC rules, the proxy materials on the site are searchable, readable and printable and the site does not have “cookies” or other tracking devices which identify visitors.
 

 

TABLE OF CONTENTS

 

 

 

 

 

 

General Information

 

 

1

 

Items of Business to be Acted on at the Meeting

 

 

4

 

Proposal 1: Election of Directors

 

 

4

 

Proposal 2: Ratification of Independent Registered Public Accounting Firm

 

 

4

 

Proposal 3: Approval of an Amendment to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (as amended and restated effective May 21, 2008)

 

 

5

 

Proposal 4: Approval of the BlueLinx Holdings Inc. Amended and Restated Short-Term Incentive Plan

 

 

10

 

Proposal 5: Advisory, Non-binding Proposal to Approve the Compensation of our Named Executive Officers

 

 

14

 

Proposal 6: Advisory, Non-binding Proposal With Respect to the Frequency Stockholders Will Vote on the Compensation of our Named Executive Officers

 

 

14

 

Information About the Board of Directors

 

 

15

 

Identification of Executive Officers and Directors

 

 

18

 

Communications with the Board of Directors

 

 

21

 

Security Ownership of Management and Certain Beneficial Owners

 

 

22

 

Section 16 Beneficial Ownership Reporting Compliance

 

 

23

 

Compensation Discussion and Analysis

 

 

23

 

Compensation Committee Report

 

 

31

 

Compensation of Executive Officers

 

 

31

 

Audit Committee Report

 

 

36

 

Certain Relationships and Related Transactions

 

 

37

 

Corporate Governance Guidelines and Code of Ethics

 

 

37

 

Submission of Stockholder Proposals

 

 

38

 

Delivery of Proxy Materials

 

 

38

 

 

The enclosed proxy is being solicited by the Board of Directors of BlueLinx Holdings Inc. (“BlueLinx,” “us,” “we,” “our,” or the “Company”) for the 2011 Annual Meeting of Stockholders or any postponement or adjournment of the meeting, for the purposes set forth in the accompanying “Notice of Annual Meeting of Stockholders.”

 

Copies of this proxy statement, the form of proxy and the annual report will first be mailed to stockholders on or about April 18, 2011. The proxy statement and annual report are also available at https://materials.proxyvote.com/09624H .

 
  1   2   3   4   5   6   7   8   9   ...   23

Share in:

Related:

Schedule 14A iconSchedule 14A (Rule 14a-101)

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A




manual


When copying material provide a link © 2017
contacts
manual-guide.com
search