GMS GMS Inc

 

 

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): January 19, 2024

 

 

GMS INC.

(Exact name of registrant as specified in charter)

 

 

Delaware		001-37784		46-2931287
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer 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:

 

¨

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))

 

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  ¨

 

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  ¨

 

 

 

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 W. Bradley Southern as a director, effective January 19, 2024, to serve until the 2024 annual meeting of the Company’s stockholders (the “2024 Annual Meeting”) or until his earlier resignation or removal. The Board also appointed Mr. Southern to serve on the Human Capital Management and Compensation and the Nominating and Corporate Governance Committees of the Board. The Board has determined that Mr. Southern is “independent” under the Corporate Governance Standards of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines.

 

Mr. Southern, age 64, currently serves as the Chairperson of the Board and Chief Executive Officer of Louisiana-Pacific, Corporation (“LP”). Mr. Southern, who joined LP in 1999, served in numerous operational and leadership positions of increasing responsibility. Mr. Southern currently serves on the board of directors of The Forest Products Association of Canada and the Nashville Branch of the Federal Reserve Bank of Atlanta. He previously served on the board of directors of Astec Industries, Inc., the Keller Group, and Saltco Land and Timber Company.

 

Mr. Southern 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 25, 2023.

 

On January 19, 2024, Peter C. Browning notified the Board of his intention to not stand for re-election at the 2024 Annual Meeting and retire from the Board at such time. Mr. Browning’s decision to not stand for re-election and to retire from the Board at the 2024 Annual Meeting is not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit	Description
99.1	Press release announcing the appointment of a director of GMS Inc.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

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: January 23, 2024	By:	/s/ Scott M. Deakin
		Name:	Scott M. Deakin
		Title:	Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

GMS Appoints Brad Southern  to the Board of Directors

 

TUCKER, Ga.— January 23, 2024 -- GMS Inc. (NYSE: GMS), a leading North American specialty building products distributor, announced today an increase in the size of the board of directors from nine to ten directors and the appointment of Brad Southern to serve as an independent director for GMS, effective January 19, 2024. Mr. Southern will serve on the board’s Human Capital Management and Compensation Committee and the Nominating and Corporate Governance Committee. In addition, GMS announced that Peter Browning will not stand for reelection to the GMS board at the 2024 Annual Meeting of Stockholders.

 

Since 2017, Mr. Southern has held the position of Chief Executive Officer and member of the Board at Louisiana-Pacific Corporation (“LP”), a well-respected manufacturer of engineered wood products and other building materials. After first joining LP in 1999, Mr. Southern has served as Chief Operating Officer, Executive Vice President and General Manager for OSB Products, Senior Vice President and General Manager for the company’s siding and moldings product lines and multiple positions in LP’s Specialty Operations division during his tenure. Prior to joining LP, Mr. Southern held various financial and leadership positions at MacMillan Bloedel. Mr. Southern currently serves as LP’s Chairman of the board of directors. He also serves on the boards of directors for The Forest Products Association of Canada and for the Nashville Branch of the Federal Reserve Bank of Atlanta. He previously served on the boards of directors of Astec Industries (2018 – 2024), Keller Group (2004 – 2017), Saltco Land and Timber Company (2005 – 2007), and the Land Trust for Tennessee (2007 – 2016). Mr. Southern received a Masters of Forest Resources and a Bachelor of Science in Forest Resources, both from the University of Georgia.

 

“I’d like to welcome Brad to the board of directors for GMS, Inc.,” said John J. Gavin, GMS’s non-executive Chair. “We are pleased to add an individual with such a wealth of building materials industry experience and extensive financial expertise. We are confident he will be a valuable addition to the GMS board and look forward to benefiting from his insights and perspectives alongside our other directors. I also want to thank Peter for his many years of dedicated service to GMS and the leadership he's provided and will continue to provide in the boardroom until his retirement later this year.”

 

About GMS

 

Founded in 1971, GMS operates a network of over 300 distribution centers with extensive product offerings of wallboard, ceilings, steel framing and complementary construction products. In addition, GMS operates more than 100 tool sales, rental and service centers, providing a comprehensive selection of building products and solutions for its residential and commercial contractor customer base across the United States and Canada. The Company’s unique operating model combines the benefits of a national platform and strategy with a local go-to-market focus, enabling GMS to generate significant economies of scale while maintaining high levels of customer service.

 

 

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

 

Contact

 

Carey Phelps

Vice President, Investor Relations

Phone: 770-723-3369

Email: ir@gms.com

 

 

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