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Section 1: 8-K (8-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 27, 2017

 

Summit Materials, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36873

 

47-1984212

(State or Other
Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

1550 Wynkoop Street, 3rd Floor

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (303) 893-0012

 

Not Applicable

(Former Name or Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

 

 

 



 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 3, 2017, Summit Materials, Inc. (the “Company”) announced that Douglas C. Rauh will be leaving his role as the Company’s Executive Vice President and Chief Operating Officer, effective December 30, 2017. Thomas W. Hill, President and Chief Executive Officer of the Company, will be appointed Interim Chief Operating Officer, effective December 30, 2017. Biographical information and any information required by Item 404(a) of Regulation S-K with respect to Mr. Hill are contained in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 30, 2017 and incorporated herein by reference.

 

Item 7.01.            Regulation FD Disclosure.

 

On October 3, 2017, the Company issued a press release announcing Mr. Rauh’s change in role. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information included under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing.

 

Item 9.01.            Financial Statements and Exhibits.

 

(d)        Exhibits.

 

99.1

 

Press Release of Summit Materials, Inc. dated October 3, 2017

 

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description of Exhibit

99.1

 

Press Release of Summit Materials, Inc. dated October 3, 2017

 

3



 

SIGNATURES

 

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.

 

 

SUMMIT MATERIALS, INC.

Date: October 3, 2017

 

 

 

 

 

 

By:

/s/ Christopher Gaskill

 

Name:

Christopher Gaskill

 

Title:

Vice President, Assistant General Counsel and Assistant Secretary

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

Summit Materials Announces Organizational Change

 

Denver, CO October 3, 2017 — Summit Materials, Inc. (NYSE: SUM) announced today that Douglas C. Rauh will be stepping down as Executive Vice President and Chief Operating Officer, effective December 30, 2017.  As the company undertakes a search for a permanent replacement, Tom Hill, the company’s President and Chief Executive Officer, will act as Interim Chief Operating Officer. During this search, the three Executive Vice Presidents of the company’s operating segments, Tom Beck (EVP, Cement Segment), Shane Evans (EVP, West Segment) and Damian Murphy (EVP, East Segment), will report directly to Mr. Hill.

 

“Doug has been an excellent COO and trusted business partner. I am grateful for his leadership in driving Summit’s growth over the past six years and building a strong foundation for our future.  I know that I speak on behalf of every employee at Summit in thanking Doug for his dedication and service,” said Hill.

 

Mr. Rauh said, “I have had an outstanding experience at Summit and I am proud to have contributed to such an incredible company. The timing was right for a change and I am looking forward to spending more time with my family. I wish my colleagues and the company the very best under Tom Hill’s continued leadership.”

 

About Summit Materials, Inc.

 

Summit Materials is a leading vertically integrated materials-based company that supplies aggregates, cement, ready-mix concrete and asphalt in the United States and British Columbia, Canada. Summit is a geographically diverse, materials-based business of scale that offers customers a single-source provider of construction materials and related downstream products in the public infrastructure, residential and nonresidential, and end markets. Summit has a strong track record of successful acquisitions since its founding and continues to pursue growth opportunities in new and existing markets. For more information about Summit Materials, please visit www.summit-materials.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. Any and all statements made relating to the expectations for our anticipated benefits from recent acquisitions, the macroeconomic outlook for our markets, potential acquisition activity, our estimated and projected earnings, margins, costs, expenditures, cash flows, sales volumes and financial results are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results.

 

In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

Contacts

 

Mr. Noel Ryan

Vice President, Investor Relations

Summit Materials, Inc.

noel.ryan@summit-materials.com

 


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