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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 14, 2020
 
FOUNDATION BUILDING MATERIALS, INC.
(Exact Name of the Registrant as Specified in Charter)

Delaware   001-38009   81-4259606
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
 
2520 Red Hill Avenue,   92705
Santa Ana, (Zip Code)
 California
(Address of Principal Executive Offices)  

(714) 380-3127
Registrant’s telephone number, including area code
 
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

☐ 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 ☐
              
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. ¨

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


Tile of each class Trading Symbol Name of each exchange on which registered
Common Stock FBM New York Stock Exchange

Item 5.07. Submission of Matters to a Vote Security of Holders.

        On May 14, 2020, Foundation Building Materials, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). There were 43,201,056 shares of the Company’s common stock ("Common Stock") outstanding on March 26, 2020, the record date for the Annual Meeting. At the Annual Meeting, 41,773,568 shares of Common Stock were present in person or represented by proxy. At the Annual Meeting, our stockholders voted upon the matters set forth below, which are described in greater detail in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on March 31, 2020 (the “Proxy Statement”). The final voting results with respect to each of these matters is set forth below:

Proposal 1 — Election of Directors

        The Company’s stockholders elected the persons listed below as Class III directors for a three-year term expiring at the Company’s 2023 annual meeting of stockholders by the following votes:.


Nominee Votes For Votes Against Votes Abstained Broker Non-Votes
James F. Underhill 35,229,249 5,494,780 61,723 987,816
Fareed A. Khan 35,227,545 5,495,275 62,932 987,816
Matthew J. Espe 35,146,368 5,577,892 61,492 987,816

Proposal 2 — Non-Binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers

        The Company’s stockholders, in a non-binding, advisory vote, approved the compensation paid to the Company's named executive officers as disclosed in the Proxy Statement by the following votes:


Votes For Votes Against Votes Abstained Broker Non-Votes
40,248,988 498,673 38,091 987,816


Proposal 3 — Ratification of the Appointment of Deloitte & Touche LLP

        The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 by the following votes:


Votes For Votes Against Votes Abstained Broker Non-Votes
41,660,338 56,669 56,561 —




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    FOUNDATION BUILDING MATERIALS, INC.
Date: May 18, 2020     By:   /s / Richard J. Tilley
    Name:   Richard J. Tilley
    Title:   Vice President, General Counsel and Secretary


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