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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/20 Builders FirstSource, Inc. 10-K 12/31/19 120:13M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.57M
2: EX-4.5 Instrument Defining the Rights of Security Holders HTML 55K
3: EX-10.31 Material Contract HTML 45K
4: EX-21.1 Subsidiaries List HTML 35K
5: EX-23.1 Consent of Experts or Counsel HTML 35K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 37K
105: R1 Document and Entity Information HTML 100K
60: R2 Consolidated Statement of Operations and HTML 85K
Comprehensive Income
28: R3 Consolidated Balance Sheet HTML 121K
85: R4 Consolidated Balance Sheet (Parenthetical) HTML 56K
106: R5 Consolidated Statement of Cash Flows HTML 123K
62: R6 Consolidated Statements of Cash Flows HTML 44K
(Parenthetical)
30: R7 Consolidated Statement of Changes in Stockholders' HTML 89K
Equity
89: R8 Consolidated Statement of Changes in Stockholders' HTML 44K
Equity (Parenthetical)
103: R9 Description of the Business HTML 38K
52: R10 Summary of Significant Accounting Policies HTML 189K
15: R11 Revenue HTML 68K
83: R12 Property, Plant and Equipment HTML 85K
97: R13 Business Combinations HTML 58K
53: R14 Goodwill HTML 83K
16: R15 Intangible Assets HTML 86K
84: R16 Accrued Liabilities HTML 56K
98: R17 Long-Term Debt HTML 111K
54: R18 Leases and Other Finance Obligations HTML 159K
14: R19 Employee Stock-Based Compensation HTML 163K
78: R20 Income Taxes HTML 162K
117: R21 Employee Benefit Plans HTML 39K
50: R22 Commitments and Contingencies HTML 39K
40: R23 Segment and Product Information HTML 196K
79: R24 Related Party Transactions HTML 38K
119: R25 Unaudited Quarterly Financial Data HTML 131K
51: R26 Subsequent Events HTML 39K
41: R27 Summary of Significant Accounting Policies HTML 254K
(Policies)
77: R28 Summary of Significant Accounting Policies HTML 155K
(Tables)
120: R29 Revenue (Tables) HTML 65K
96: R30 Property, Plant and Equipment (Tables) HTML 83K
81: R31 Business Combinations (Tables) HTML 52K
18: R32 Goodwill (Tables) HTML 79K
56: R33 Intangible Assets (Tables) HTML 87K
95: R34 Accrued Liabilities (Tables) HTML 55K
80: R35 Long-Term Debt (Tables) HTML 78K
17: R36 Leases and Other Finance Obligations (Table) HTML 166K
55: R37 Employee Stock-Based Compensation (Tables) HTML 164K
94: R38 Income Taxes (Tables) HTML 162K
82: R39 Segment and Product Information (Tables) HTML 190K
116: R40 Unaudited Quarterly Financial Data (Tables) HTML 130K
75: R41 Description of the Business - Additional HTML 39K
Information (Detail)
33: R42 Summary of Significant Accounting Policies - HTML 129K
Additional Information (Detail)
43: R43 Summary of Significant Accounting Policies - HTML 42K
Reconciliation of Accounts Receivable - Classified
(Detail)
115: R44 Summary of Significant Accounting Policies - HTML 43K
Rollforward of Allowance for Doubtful Accounts
(Detail)
74: R45 Summary of Significant Accounting Policies - HTML 70K
Summary of Calculation of Basic And Diluted EPS
(Detail)
32: R46 Summary of Significant Accounting Policies - HTML 49K
Restricted Stock Unit Valuation (Detail)
42: R47 Summary of Significant Accounting Policies - Stock HTML 45K
Option Valuation (Detail)
114: R48 Summary of Significant Accounting Policies - HTML 39K
Supplemental Cash Flow Information (Details)
76: R49 Summary of Significant Accounting Policies - HTML 37K
Supplemental Cash Flow Information (Parenthetical)
(Details)
92: R50 Revenue - Net Sales by Product Category (Detail) HTML 59K
107: R51 Revenue - Additional Information (Detail) HTML 42K
57: R52 Property, Plant and Equipment - Summary of HTML 57K
Property, Plant and Equipment (Detail)
19: R53 Property, Plant and Equipment - Additional HTML 40K
Information (Detail)
93: R54 Property, Plant and Equipment - Schedule of HTML 48K
Balances Held Under Other Finance Obligations
(Detail)
108: R55 Business Combinations - Additional Information HTML 79K
(Detail)
58: R56 Business Combinations - Summary of Aggregate Fair HTML 69K
Values of Assets Acquired and Liabilities Assumed
(Detail)
20: R57 Goodwill - Schedule of Change in Carrying Amount HTML 56K
of Goodwill (Detail)
91: R58 Goodwill - Additional Information (Detail) HTML 47K
109: R59 Intangible Assets - Summary of Intangible Assets HTML 56K
(Detail)
44: R60 Intangible Assets - Additional Information HTML 57K
(Detail)
36: R61 Intangible Assets - Estimated Amortization Expense HTML 51K
for Intangible Assets (Detail)
69: R62 Accrued Liabilities (Details) HTML 55K
110: R63 Long-Term Debt - Summary of Long-Term Debt HTML 62K
(Detail)
47: R64 Long-Term Debt - Summary of Long-Term Debt HTML 40K
(Parenthetical) (Detail)
39: R65 Long-Term Debt - 2017 Debt Transactions - HTML 38K
Additional Information (Detail)
73: R66 Long-Term Debt - Term Loan Amendment - Additional HTML 56K
Information (Detail)
113: R67 Long-Term Debt - Revolving Credit Facility HTML 52K
Amendment - Additional Information (Detail)
48: R68 Long-Term Debt - 2023 Notes Redemption - HTML 53K
Additional Information (Detail)
34: R69 Long-Term Debt - 2018 Debt Transactions - HTML 62K
Additional Information (Detail)
26: R70 Long-Term Debt - First Quarter 2019 Note HTML 58K
Repurchase Transactions - Additional Information
(Detail)
68: R71 Long-Term Debt - Second Quarter 2019 Refinancing HTML 76K
Transactions - Additional Information (Detail)
104: R72 Long-Term Debt - Third Quarter 2019 Refinancing HTML 68K
Transactions - Additional Information (Detail)
90: R73 Long-Term Debt - Fourth Quarter 2019 Term Loan HTML 45K
Repayment - Additional Information (Detail)
22: R74 Long-Term Debt - 2024 Term Loan Credit Agreement - HTML 57K
Additional Information (Detail)
63: R75 Long-Term Debt - 2023 Revolving Credit Facility - HTML 74K
Additional Information (Detail)
99: R76 Long-Term Debt - Senior Secured Notes due 2024 - HTML 51K
Additional Information (Detail)
86: R77 Long-Term Debt - Senior Secured Notes due 2027 - HTML 68K
Additional Information (Detail)
29: R78 Long-Term Debt - Future Maturities of Long-Term HTML 46K
Debt (Detail)
61: R79 Leases and Other Finance Obligations - Summary of HTML 54K
Right-of-use Assets and Lease Liabilities (Detail)
25: R80 Leases and Other Finance Obligations - Summary of HTML 47K
Total Lease Costs (Detail)
67: R81 Leases and Other Finance Obligations - Summary of HTML 81K
Future Maturities of Lease Liabilities (Detail)
102: R82 Leases and Other Finance Obligations - Summary of HTML 78K
Future Maturities of Lease Obligations (Detail)
88: R83 Leases and Other Finance Obligations - Summary of HTML 46K
Weighted Average Lease Terms and Discount Rates
(Detail)
23: R84 Leases and Other Finance Obligations - Summary of HTML 47K
Cash paid for Amounts Included in Measurement of
Lease Liabilities as Well as Supplemental Noncash
Information (Detail)
64: R85 Leases and Other Finance Obligations - Additional HTML 38K
Information (Detail)
101: R86 Leases and Other Finance Obligations - Other HTML 55K
Finance Obligations - Additional Information
(Detail)
87: R87 Leases and Other Finance Obligations - Summary of HTML 53K
Future Maturities of Other Finance Obligation
(Detail)
27: R88 Employee Stock-Based Compensation - Additional HTML 141K
Information (Detail)
59: R89 Employee Stock-Based Compensation - Summary of HTML 67K
Stock Option Activity (Detail)
45: R90 Employee Stock-Based Compensation - Outstanding HTML 72K
and Exercisable Stock Options (Detail)
37: R91 Employee Stock-Based Compensation - Summary of HTML 72K
Restricted Stock Unit Activity (Detail)
70: R92 Income Taxes - Components of Income Tax Expense HTML 60K
(Benefit) Included in Continuing Operations
(Detail)
111: R93 Income Taxes - Reconciliation of Deferred Tax HTML 89K
Assets and Liabilities (Detail)
46: R94 Income Taxes - Reconciliation of Statutory Federal HTML 71K
Income Tax Rate to Our Effective Rate for
Continuing Operations (Detail)
38: R95 Income Taxes - Additional Information (Detail) HTML 57K
72: R96 Employee Benefit Plans - Additional Information HTML 41K
(Detail)
112: R97 Commitments and Contingencies - Additional HTML 36K
Information (Detail)
49: R98 Segment and Product Information - Additional HTML 41K
Information (Detail)
35: R99 Segment and Product Information - Schedule of HTML 81K
Reconciling Information by Reportable Segments
(Detail)
24: R100 Unaudited Quarterly Financial Data - Summary of HTML 61K
Quarterly Results of Operations (Details)
65: R101 Unaudited Quarterly Financial Data - Summary of HTML 44K
Quarterly Results of Operations (Parenthetical)
(Detail)
100: R102 Subsequent Events - Additional Information HTML 65K
(Detail)
118: XML IDEA XML File -- Filing Summary XML 227K
66: XML XBRL Instance -- bldr-10k_20191231_htm XML 3.49M
21: EXCEL IDEA Workbook of Financial Reports XLSX 129K
10: EX-101.CAL XBRL Calculations -- bldr-20191231_cal XML 312K
11: EX-101.DEF XBRL Definitions -- bldr-20191231_def XML 826K
12: EX-101.LAB XBRL Labels -- bldr-20191231_lab XML 1.74M
13: EX-101.PRE XBRL Presentations -- bldr-20191231_pre XML 1.48M
9: EX-101.SCH XBRL Schema -- bldr-20191231 XSD 268K
71: JSON XBRL Instance as JSON Data -- MetaLinks 465± 768K
31: ZIP XBRL Zipped Folder -- 0001564590-20-005717-xbrl Zip 336K
Exhibit 10.31
BUILDERS FIRSTSOURCE, INC.
DIRECTOR COMPENSATION POLICY
(as amended effective May 14, 2019)
The Board of Directors (the “Board”) of Builders FirstSource, Inc. (the “Company”) has adopted the following compensation policy for purposes of compensating those directors of the Company who meet the eligibility requirements described herein (the “Eligible Directors”). This compensation policy has been developed to compensate the Eligible Directors of the Company for their time, commitment and contributions to the Board. In order to qualify as an Eligible Director for purposes of receiving compensation under this policy, the director cannot concurrently be employed in any capacity by the Company or any of its subsidiaries, unless otherwise determined by the Nominating Committee.
CASH COMPENSATION (WITH ELECTION TO RECEIVE STOCK IN LIEU OF CASH)
Retainers for Serving on the Board
Eligible Directors shall be paid an annual retainer of $85,000, payable in quarterly installments, for each year of his or her service on the Board (each a “Service Year”). In addition to the regular retainer for serving as a member of the Board, an Eligible Director who serves as Chairman of the Board shall be paid an annual cash retainer of $100,000 for service in such role for each Service Year, payable in quarterly installments. Service Years will commence on the date of the Company’s annual meeting of stockholders each year.
Retainers for Serving as Chairpersons or Members of a Board Committee
An Eligible Director who serves as a chairperson or as a member of the Audit Committee, the Compensation Committee or the Nominating Committee of the Board shall be paid additional annual retainers for service in such roles for each Service Year, payable in quarterly installments, in the following amounts:
Name of Committee Chairman Member
Audit Committee $30,000 $5,000
Compensation Committee $20,000 $5,000
Nominating Committee $10,000 $5,000
A chairperson of a committee shall not be paid an additional retainer for also serving as a member of that committee. Eligible Directors shall not be paid any additional retainers for attendance at meetings of the Board or its committees.
Election to Receive Stock in Lieu of Cash Compensation
In lieu of receiving annual cash retainer(s) and/or retainers for serving as a chairperson or as a member of the Audit Committee, the Compensation Committee or the Nominating Committee of the Board, an Eligible Director may elect to receive fully vested shares of the Company’s common stock having a value on the first day of the service quarter for which they are issued approximately equal to the amount of the cash retainer payment he or she would otherwise receive. Such stock grants in lieu of cash retainer payments will be awarded on a quarterly basis at the same time cash retainer payments would be made.
Pro Rata Cash Retainer Payment for New Eligible Director
Following (i) the initial appointment or election of an Eligible Director to the Board or (ii) a change
in status which causes an ineligible director to qualify as an Eligible Director under this policy, a pro rata payment of the quarterly cash retainers (regular retainer(s) and retainers for committee service, as applicable) will be made to such Eligible Director, prorated to reflect that portion of the quarter for which such director will serve on the Board and qualify as an Eligible Director. Such pro rata retainer payment will be made as of (i) the date of commencement of Board service for a new Eligible Director, or (ii) the date a serving director becomes an Eligible Director, or (iii) such other date as the Board shall determine.
EQUITY-BASED COMPENSATION
Annual Restricted Stock Unit Awards
At the start of each Service Year, Eligible Directors (“Grantees”) shall receive equity-based compensation awards with a value at the time of issuance of approximately $130,000 (such amount to be effective as of the start of the Service Year commencing in 2019). Such awards shall be made in the form of restricted stock units related to the Company’s common stock and shall be granted by the Board pursuant to a form of restricted stock unit award agreement under the Company’s 2014 Incentive Plan (or any successor plans), as amended from time to time. The restricted stock units shall vest and convert to shares on the first anniversary of the grant date.
Pro Rata Restricted Stock Unit Award for New Eligible Director
Following (i) the initial appointment or election of an Eligible Director to the Board or (ii) a change in status which causes an ineligible director to qualify as an Eligible Director under this policy, a pro rata grant of restricted stock units related to the Company’s common stock will be made to such Eligible Director with a value at the time of issuance based on the approximately $130,000 in value for regular annual restricted stock unit awards to Eligible Directors, but prorated for that portion of the Service Year in which such director will serve on the Board and qualify as an Eligible Director. Such grants shall be made as of (i) the date of commencement of Board service for a new Eligible Director, or (ii) the date a serving director becomes an Eligible Director, or (iii) such other date as the Board shall determine. The restricted stock units shall vest and convert to shares on the first anniversary of the grant date.
Vesting Upon Departure of a Director
If a Grantee shall cease to be a Director of the Company due to death, disability or retirement during the one-year vesting period applicable to any restricted stock units granted hereunder, all restricted stock units shall immediately vest and convert to shares. If the Grantee shall cease to be a Director of the Company for any other reason during such one-year vesting period, any unvested restricted stock units shall be forfeited by the Grantee and such restricted stock units shall be cancelled.
TRAVEL EXPENSE REIMBURSEMENT
Eligible Directors shall be entitled to receive reimbursement for reasonable travel expenses which they properly incur in connection with their functions and duties as directors.
AMENDMENTS, REVISION AND TERMINATION
This policy may be amended, revised or terminated by the Board of Directors at any time and from time-to-time.
2
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/21/20 | |||
| For Period end: | 12/31/19 | SD | ||
| 5/14/19 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/04/21 Builders FirstSource, Inc. S-8 1/04/21 3:85K Donnelley … Solutions/FA 11/18/20 BMC Stock Holdings, Inc. DEFM14A 11/18/20 1:3.6M Donnelley … Solutions/FA 11/18/20 Builders FirstSource, Inc. 424B3 1:2.9M Donnelley … Solutions/FA 11/17/20 Builders FirstSource, Inc. S-4/A 11/16/20 11:3.9M Donnelley … Solutions/FA 10/08/20 Builders FirstSource, Inc. S-4 10/07/20 8:3M Donnelley … Solutions/FA |