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): | February 10, 2012 | |
| (February 8, 2012) | ||
BEACON ROOFING SUPPLY, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | ||
| (State or Other Jurisdiction of Incorporation) | ||
| 000-50924 | 36-4173371 | |
| (Commission File Number) | (IRS Employer | |
| Identification No.) | ||
| 1 Lakeland Park Drive | ||
| Peabody, MA | 01960 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| (877) 645-7663 | ||
| (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 (see General Instruction A.2. below:
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))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Annual Meeting of Shareholders
The Annual Meeting of the Company was held on February 8, 2012.
(b) Voting Results
1) Shareholders elected seven directors to hold office until the 2013 Annual Meeting of Shareholders or until their successors are elected and qualified. The final votes with respect to each director nominee were:
| For | Withheld |
Broker Non-Votes | ||||
| Robert R. Buck | 41,240,759 | 953,398 | 1,757,633 | |||
| Paul M. Isabella | 41,266,950 | 927,207 | 1,757,633 | |||
| H. Arthur Bellows, Jr. | 41,396,562 | 797,595 | 1,757,633 | |||
| James J. Gaffney | 38,889,925 | 3,304,232 | 1,757,633 | |||
| Peter M. Gotsch | 41,238,206 | 955,951 | 1,757,633 | |||
| Stuart A. Randle | 40,899,365 | 1,294,792 | 1,757,633 | |||
| Wilson B. Sexton | 41,396,715 | 797,442 | 1,757,633 |
2) Shareholders ratified the appointment of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the fiscal year ending September 30, 2012. The final votes were:
| For | 43,255,307 |
| Against | 261,741 |
| Abstain | 434,742 |
| Broker Non-Votes | 0 |
3) Shareholders approved the compensation for our named executive officers as presented in our proxy statement on a non-binding, advisory basis. The final votes were:
| For | 40,854,201 |
| Against | 886,600 |
| Abstain | 453,356 |
| Broker Non-Votes | 1,757,633 |
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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.
| BEACON ROOFING SUPPLY, INC. | ||||||
| Date: | February 10, 2012 | By: | /s/ David R. Grace | |||
| David R. Grace | ||||||
| Executive Vice President & CFO | ||||||
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