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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): July 25, 2019 (July 23, 2019)

 


 

GMS INC.

(Exact name of registrant as specified in charter)

 


 

Delaware

 

001-37784

 

46-2931287

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

100 Crescent Centre Parkway, Suite 800

 

 

Tucker, Georgia

 

30084

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (800) 392-4619

 


 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchanged on which registered

Common Stock, par value $0.01 per share

 

GMS

 

New York Stock Exchange

 

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.

 

The Board of Directors (the “Board”) of GMS Inc. (the “Company”) appointed Mitchell B. Lewis as a director, effective July 23, 2019, to serve until the 2020 annual meeting of the Company’s stockholders or until his earlier resignation or removal. The Board also appointed Mr. Lewis to serve on the Audit and the Nominating and Corporate Governance Committees of the Board. The Board has determined that Mr. Lewis is “independent” under the Corporate Governance Standards of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines.

 

Mr. Lewis, age 57, is the current President and Chief Executive Officer and a member of the board of directors of BlueLinx Holdings Inc., a leading distributor of building and industrial products in the United States.  Prior to joining BlueLinx Holdings Inc. in 2014, Mr. Lewis held various executive roles at Euramax Holdings, Inc. (now known as OmniMax International, Inc.), a buildings products manufacturer, including as President and Chief Executive Officer from 2008 to 2013.  Prior to his service with Euramax Holdings, Inc., Mr. Lewis served as President of Amerimax Building Products, Inc., as Corporate Counsel with Alumax Inc. and practiced law with Alston & Bird LLP, specializing in mergers and acquisitions. Mr. Lewis received a Bachelor of Arts degree in Economics from Emory University and a Juris Doctor degree from the University of Michigan.

 

Mr. Lewis will participate in the Company’s standard non-employee director compensation arrangements as described in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission on August 28, 2018.

 

Item 9.01   Financial Statement and Exhibits

 

(d)

 

Exhibit  

 

Description

 

 

 

99.1

 

Press release announcing the appointment of a director of GMS Inc. on July 25, 2019.

 

2


 

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.

 

 

GMS INC.

 

 

 

 

Date: July 25, 2019

By:

/s/ Craig D. Apolinsky

 

 

Name:

Craig D. Apolinsky

 

 

Title:

Vice President, General Counsel and Corporate Secretary

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

For Immediate Release

 

GMS Appoints Mitchell B. Lewis to the Board of Directors

 

Tucker, GA (Business Wire) — July 25, 2019 GMS Inc. (NYSE: GMS), a leading North American specialty distributor of interior building products, announced today that its Board of Directors has appointed Mitchell B. Lewis to serve as an independent member of the Board of Directors, effective July 23, 2019.

 

Mr. Lewis is the current President and Chief Executive Officer and a member of the Board of Directors of BlueLinx Holdings Inc., a leading distributor of building and industrial products in the United States.  Prior to joining BlueLinx Holdings Inc. in 2014, Mr. Lewis held various executive roles at Euramax Holdings, Inc. (now known as OmniMax International, Inc.), a buildings products manufacturer, including as President and Chief Executive Officer from 2008 to 2013.  Prior to his service with Euramax Holdings, Inc., Mr. Lewis served as President of Amerimax Building Products, Inc., as Corporate Counsel with Alumax Inc. and practiced law with Alston & Bird LLP, specializing in mergers and acquisitions.

 

“We are pleased to welcome Mitch to the GMS Board of Directors,” said Mike Callahan, Chief Executive Officer of GMS. “With his extensive experience in the building products industry, Mitch will be a great addition to our Board.  We look forward to his significant and valuable contributions.”

 

About GMS:

 

Founded in 1971, GMS operates a network of more than 250 distribution centers across the United States and Canada. GMS’s extensive product offering of wallboard, suspended ceilings systems, or ceilings, and complementary construction products is designed to provide a comprehensive one-stop-shop for our core customer, the interior contractor who installs these products in commercial and residential buildings.

 

Forward-Looking Statements and Information:

 

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations thereon or comparable terminology.  We have based these forward-looking statements

 

 


 

on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, including those factors described in the “Risk Factors” section in our filings with the SEC.  We undertake no obligation to update any of the forward-looking statements made herein, whether as a result of new information, future events, changes in expectation or otherwise.

 

For more information about GMS, please visit www.gms.com.

 

Investor Relations:

 

Media Relations:

Leslie Kratcoski

 

770-723-3378

770-723-3306

 

[email protected]

[email protected]

 

 

 


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