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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 4.5
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, which are incorporated by reference into this Description of Capital Stock, and by the Delaware General Corporation Law (the “DGCL”).
General Matters
Our certificate of incorporation provides that we are authorized to issue 200,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.01 per share.
Common Stock
Shares of our common stock have the following rights, preferences, and privileges:
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Voting rights. Each outstanding share of common stock entitles its holder to one vote on all matters submitted to a vote of our stockholders, including the election of directors. There are no cumulative voting rights. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares of common stock present or represented by proxy. |
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Dividends. Holders of common stock are entitled to receive dividends as, when, and if dividends are declared by our board of directors out of assets or funds legally available for the payment of dividends, subject to any preferential dividend rights of any outstanding preferred stock. |
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Liquidation. In the event of a liquidation, dissolution, or winding up of our affairs, whether voluntary or involuntary, after payment of our liabilities and obligations to creditors, our remaining assets will be distributed ratably among the holders of shares of common stock on a per share basis. |
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Rights and preferences. Our common stock has no preemptive, redemption, conversion or subscription rights. The rights, powers, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. |
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Listing. Our common stock is listed on NASDAQ under the symbol “BLDR.” |
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Transfer Agent and Registrar. The transfer agent and registrar for our common stock is Computershare Shareowner Services LLC, and its telephone number is (877) 219-7020. |
Preferred Stock
Under our certificate of incorporation, without further stockholder action, the board of directors is authorized, subject to any limitations prescribed by the law of the State of Delaware, to provide for the issuance of the shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof.
Exhibit 4.5
Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws
Our certificate of incorporation and bylaws contain provisions that are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and that may have the effect of delaying, deferring or preventing a future takeover or change in control of our company unless the takeover or change in control is approved by our board of directors. These provisions include the following:
Staggered board of directors. Our certificate of incorporation and bylaws provide for a staggered board of directors, divided into three classes, with our stockholders electing one class each year. Between stockholders’ meetings, the board of directors will be able to appoint new directors to fill vacancies or newly created directorships so that no more than the number of directors in any given class could be replaced each year and it would take three successive annual meetings to replace all directors.
Elimination of stockholder action through written consent. Our certificate of incorporation and bylaws provide that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting.
Elimination of the ability to call special meetings. Our certificate of incorporation and bylaws provide that, except as otherwise required by law, special meetings of our stockholders can only be called pursuant to a resolution adopted by a majority of our board of directors, a committee of the board of directors that has been duly designated by the board of directors and whose powers and authority include the power to call such meetings or by our chief executive officer or the chairman of our board of directors. Stockholders are not permitted to call a special meeting or to require our board to call a special meeting.
Advance notice procedures for stockholder proposals. Our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board. Stockholders at our annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to our secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting.
Removal of directors; board of directors vacancies. Our certificate of incorporation and bylaws provide that members of our board of directors may not be removed without cause and the affirmative vote of holders of at least a majority of the voting power of our then-outstanding capital stock entitled to vote on the election of directors. Our bylaws further provide that only our board of directors may fill vacant directorships, except in limited circumstances. These provisions would prevent a stockholder from gaining control of our board of directors by removing incumbent directors and filling the resulting vacancies with such stockholder’s own nominees.
Amendment of certificate of incorporation and bylaws. The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote is required to amend or repeal a corporation’s certificate of incorporation or bylaws, unless the certificate of incorporation requires a greater percentage. Our certificate of incorporation requires the approval of the holders of at least two-thirds of the voting power of the issued and outstanding shares of our capital stock entitled to vote in connection with the election of directors to amend certain provisions of our certificate of incorporation relating to the directors, including their authority to amend our by-laws, the size of our board of directors, provision for a staggered board of directors, the removal of directors, and vacancies on the board of
Exhibit 4.5
directors, as well as our authority to provide indemnification for our directors and officers. Our bylaws provide that a majority of our board of directors or, in most cases, the holders of at least a majority of the voting power of the issued and outstanding shares of our capital stock entitled to vote thereon have the power to amend or repeal our bylaws, except that, in the case of amendments or repeals approved by stockholders, the affirmative vote of holders of at least two-thirds of the voting power of the issued and outstanding shares of our capital stock entitled to vote thereon shall be required to amend or repeal provisions of our bylaws relating to meetings of stockholders, including the provision that stockholders may not take action by written consent in lieu of a meeting, the nomination and election of directors, vacancies on the board of directors, and our authority to provide indemnification for our directors and officers.
The foregoing provisions of our certificate of incorporation and bylaws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by our board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares, and, as a consequence, they also may inhibit fluctuations in the market price of the common stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management or delaying or preventing a transaction that might benefit you or other minority stockholders.
Limitations on Liability and Indemnification of Officers and Directors
Our certificate of incorporation and bylaws provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. We have entered into indemnification agreements with each of our directors that are, in some cases, broader than the specific indemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, our certificate of incorporation includes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director, except that a director will be personally liable for:
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any breach of his duty of loyalty to us or our stockholders; |
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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
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any transaction from which the director derived an improper personal benefit; or |
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improper distributions to stockholders. |
These provisions may not be held to be enforceable for violations of the federal securities laws of the United States.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 2/21/20 | |||
| For Period end: | 12/31/19 | SD | ||
| 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 |