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1: 10-K Annual Report HTML 3.29M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 75K
3: EX-21 Subsidiaries List HTML 51K
4: EX-23.1 Consent of Expert or Counsel HTML 37K
5: EX-23.2 Consent of Expert or Counsel HTML 38K
14: EX-95.1 Mine-Safety Disclosure HTML 1.23M
15: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 53K Awarded Compensation
16: EX-99.1 Miscellaneous Exhibit HTML 1.90M
6: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
8: EX-31.3 Certification -- §302 - SOA'02 HTML 41K
9: EX-31.4 Certification -- §302 - SOA'02 HTML 41K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
12: EX-32.3 Certification -- §906 - SOA'02 HTML 39K
13: EX-32.4 Certification -- §906 - SOA'02 HTML 39K
22: R1 Cover HTML 122K
23: R2 Audit Information HTML 45K
24: R3 Consolidated Balance Sheets - Summit Materials Inc HTML 175K
25: R4 Consolidated Balance Sheets - Summit Materials Inc HTML 51K
(Parenthetical)
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27: R6 Consolidated Statements of Operations - Summit HTML 139K
Materials Inc
28: R7 Consolidated Statements of Operations - Summit HTML 111K
Materials LLC
29: R8 Consolidated Statements of Comprehensive Income - HTML 79K
Summit Materials Inc
30: R9 Consolidated Statements of Comprehensive Income - HTML 69K
Summit Materials LLC
31: R10 Consolidated Statements of Cash Flows - Summit HTML 139K
Materials Inc
32: R11 Consolidated Statements of Cash Flows - Summit HTML 153K
Materials LLC
33: R12 Consolidated Statements of Changes in HTML 124K
Stockholders' Equity - Summit Materials Inc
34: R13 Consolidated Statements of Changes in Member's HTML 84K
Interest - Summit Materials LLC
35: R14 Consolidated Statements of Changes in HTML 39K
Stockholders' Equity - Summit Materials Inc
(Parenthetical)
36: R15 Summary of Organization and Significant Accounting HTML 118K
Policies
37: R16 Acquisitions and Dispositions HTML 102K
38: R17 Goodwill HTML 87K
39: R18 Revenue Recognition HTML 107K
40: R19 Inventories HTML 57K
41: R20 Property, Plant and Equipment, net and HTML 155K
Intangibles, net
42: R21 Accrued Expenses HTML 66K
43: R22 Debt HTML 123K
44: R23 Income Taxes HTML 166K
45: R24 Earnings Per Share HTML 72K
46: R25 Stockholder's Equity/Members' Interest HTML 111K
47: R26 Supplemental Cash Flow Information HTML 79K
48: R27 Stock-Based Compensation HTML 152K
49: R28 Employee Benefit Plans HTML 475K
50: R29 Accrued Mining and Landfill Reclamation HTML 65K
51: R30 Commitments and Contingencies HTML 52K
52: R31 Leases HTML 256K
53: R32 Fair Value of Financial Instruments HTML 94K
54: R33 Segment Information HTML 202K
55: R34 Subsequent Event - Acquisition of Argos North HTML 58K
America Corp
56: R35 Senior Notes' Guarantor and Non-Guarantor HTML 466K
Financial Information
57: R36 Summary of Organization and Significant Accounting HTML 147K
Policies (Policies)
58: R37 Acquisitions and Dispositions (Tables) HTML 100K
59: R38 Goodwill (Tables) HTML 85K
60: R39 Revenue Recognition (Tables) HTML 109K
61: R40 Inventories (Tables) HTML 58K
62: R41 Property, Plant and Equipment, net and HTML 150K
Intangibles, net (Tables)
63: R42 Accrued Expenses (Tables) HTML 65K
64: R43 Debt (Tables) HTML 94K
65: R44 Income Taxes (Tables) HTML 156K
66: R45 Earnings Per Share (Tables) HTML 74K
67: R46 Stockholder's Equity/Members' Interest (Tables) HTML 104K
68: R47 Supplemental Cash Flow Information (Tables) HTML 78K
69: R48 Stock-Based Compensation (Tables) HTML 130K
70: R49 Employee Benefit Plans (Tables) HTML 510K
71: R50 Accrued Mining and Landfill Reclamation (Tables) HTML 62K
72: R51 Leases (Tables) HTML 434K
73: R52 Fair Value of Financial Instruments (Tables) HTML 82K
74: R53 Segment Information (Tables) HTML 196K
75: R54 Subsequent Event - Acquisition of Argos North HTML 53K
America Corp (Tables)
76: R55 Senior Notes' Guarantor and Non-Guarantor HTML 469K
Financial Information (Tables)
77: R56 Summary of Organization and Significant Accounting HTML 95K
Policies - Narrative (Details)
78: R57 Summary of Organization and Significant Accounting HTML 45K
Policies - Prior Year Reclassifications (Details)
79: R58 Acquisitions and Dispositions - Acquisitions by HTML 47K
Region (Details)
80: R59 Acquisitions and Dispositions - Summary of Assets HTML 82K
Acquired and Liabilities Assumed (Detail)
81: R60 Acquisitions and Dispositions - Contractual HTML 90K
Obligations (Details)
82: R61 Goodwill - Narrative (Details) HTML 53K
83: R62 Goodwill - Summary of Goodwill by Reportable HTML 68K
Segments (Details)
84: R63 Revenue Recognition - By Product (Details) HTML 66K
85: R64 Revenue Recognition - Contract Assets and HTML 58K
Liabilities (Details)
86: R65 Revenue Recognition - Summary of Accounts HTML 60K
Receivable, Net (Details)
87: R66 Inventories (Details) HTML 53K
88: R67 Property, Plant and Equipment, net and HTML 117K
Intangibles, net - Components of Property, Plant
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89: R68 Property, Plant and Equipment, net and HTML 81K
Intangibles, net - Narrative (Details)
90: R69 Property, Plant and Equipment, net and HTML 92K
Intangibles, net - Intangible Assets (Details)
91: R70 Accrued Expenses (Details) HTML 62K
92: R71 Debt - Schedule of Debt (Details) HTML 80K
93: R72 Debt - Schedule of Contractual Payments of HTML 68K
Long-Term Debt (Details)
94: R73 Debt - Senior Notes (Details) HTML 110K
95: R74 Debt - Senior Secured Credit Facilities (Details) HTML 128K
96: R75 Debt - Summary of Activity for Deferred Financing HTML 50K
Fees (Details)
97: R76 Debt - Other Narrative (Details) HTML 78K
98: R77 Income Taxes - Components of Income Tax Benefit HTML 51K
(Detail)
99: R78 Income Taxes - Schedule of Income Tax Benefit HTML 69K
(Expense) (Details)
100: R79 Income Taxes - Components of Net Deferred Income HTML 71K
Tax Assets and Liabilities (Detail)
101: R80 Income Taxes - Narrative (Details) HTML 95K
102: R81 Incomes Taxes - Deferred Tax Asset Valuation HTML 45K
Allowance (Details)
103: R82 Income Taxes - TRA Liability (Details) HTML 57K
104: R83 Earnings Per Share (Details) HTML 90K
105: R84 Stockholders' Equity/Members' Interest - Narrative HTML 62K
(Details)
106: R85 Stockholders' Equity/Members' Interest - Change in HTML 68K
Ownership (Details)
107: R86 Stockholders' Equity/Members' Interest - HTML 78K
Accumulated Other Comprehensive Income (Loss)
(Details)
108: R87 Supplemental Cash Flow Information (Details) HTML 70K
109: R88 Stock-Based Compensation - Narrative (Details) HTML 130K
110: R89 Stock-Based Compensation - Summary of Award HTML 145K
Activity (Details)
111: R90 Stock-Based Compensation - Summary of Performance HTML 58K
Stock Estimation (Details)
112: R91 Employee Benefit Plans - Narrative (Details) HTML 76K
113: R92 Employee Benefit Plans - Obligations and Funded HTML 124K
Status (Detail)
114: R93 Employee Benefit Plans - Amounts Recognized in HTML 65K
Other Comprehensive (Gain) Loss (Detail)
115: R94 Employee Benefit Plans - Components of Net HTML 70K
Periodic Benefit Cost (Detail)
116: R95 Employee Benefit Plans - Weighted-Average HTML 50K
Assumptions Used to Determine Benefit Obligations
(Detail)
117: R96 Employee Benefit Plans - Weighted-Average HTML 51K
Assumptions Used to Determine Net Periodic Benefit
Cost (Detail)
118: R97 Employee Benefit Plans - Fair Value of Company's HTML 174K
Pension Plans' Assets (Detail)
119: R98 Employee Benefit Plans - Estimated Benefit HTML 62K
Payments (Detail)
120: R99 Employee Benefit Plans - Multiemployer Plans HTML 54K
(Details)
121: R100 Accrued Mining and Landfill Reclamation - HTML 47K
Narrative (Detail)
122: R101 Accrued Mining and Landfill Reclamation - Activity HTML 56K
for Asset Retirement Obligations (Details)
123: R102 Commitments and Contingencies (Details) HTML 43K
124: R103 Leases - Operating and Finance Leases (Details) HTML 155K
125: R104 Leases - Narrative (Detail) HTML 42K
126: R105 Leases - Schedule of Minimum Contractual HTML 50K
Agreements Under Royalty Agreements (Details)
127: R106 Fair Value of Financial Instruments - Fair Value HTML 48K
Measurements (Details)
128: R107 Fair Value of Financial Instruments - Carrying HTML 64K
Value and Fair Value of Financial Instruments
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129: R108 Fair Value of Financial Instruments - Narrative HTML 45K
(Details)
130: R109 Segment Information - Narrative (Details) HTML 45K
131: R110 Segment Information - Financial Data (Details) HTML 127K
132: R111 Subsequent Event - Acquisition of Argos North HTML 86K
America Corp - Narrative (Details)
133: R112 Subsequent Event - Acquisition of Argos North HTML 47K
America Corp - Summary of Pro Forma Revenue and
Net Income (Details)
134: R113 Senior Notes' Guarantor and Non-Guarantor HTML 207K
Financial Information - Schedule of Condensed
Consolidating Balance Sheets (Details)
135: R114 Senior Notes' Guarantor and Non-Guarantor HTML 111K
Financial Information - Schedule of Condensed
Consolidating Statements of Operations and
Comprehensive Income (Details)
136: R115 Senior Notes' Guarantor and Non-Guarantor HTML 149K
Financial Information - Schedule of Condensed
Consolidating Statements of Cash Flows (Details)
137: R9999 Uncategorized Items - _IXDS HTML 40K
139: XML IDEA XML File -- Filing Summary XML 254K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
1.Overview. The Human Capital and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Summit Materials,
Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive-based compensation in accordance with the terms herein and is intended to comply with Section 303A.14 of The New York Stock Exchange Listing Company Manual, as such section may be amended from time to time (the “Listing Rules”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms under Section 12 of this Policy.
2.Interpretation and Administration. The Committee shall have full authority to interpret and enforce the Policy; provided, however, that the Policy shall be interpreted
in a manner consistent with its intent to meet the requirements of the Listing Rules. As further set forth in Section 10 below, this Policy is intended to supplement any other clawback policies and procedures that the Company may have in place from time to time pursuant to other applicable law, plans, policies or agreements.
3.Covered Executives. The Policy applies to each current and former Executive Officer of the Company who serves or served as an Executive Officer at any time during a performance period in respect of which Incentive Compensation is Received, to the extent that any portion of such Incentive Compensation is (a) Received by the Executive Officer during the last three completed Fiscal Years or any applicable Transition Period preceding the date that the Company is required to prepare a Restatement (regardless of whether any such Restatement is actually filed)
and (b) determined to have included Erroneously Awarded Compensation. For purposes of determining the relevant recovery period referenced in the preceding clause (a), the date that the Company is required to prepare a Restatement under the Policy is the earlier to occur of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. Executive Officers subject to this Policy pursuant to this Section 3 are referred to herein as “Covered Executives.”
4.Recovery of Erroneously Awarded Compensation. If any Erroneously
Awarded Compensation is Received by a Covered Executive, the Company shall reasonably promptly take steps to recover such Erroneously Awarded Compensation in a manner described under Section 5 of this Policy.
5.Forms of Recovery. The Committee shall determine, in its sole discretion and in a manner that effectuates the purpose of the Listing Rules, one or more methods for recovering any Erroneously Awarded Compensation hereunder in accordance with Section 4 above, which may include, without limitation: (a) requiring cash reimbursement; (b) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (c) offsetting the amount to be recouped from any compensation otherwise owed by the Company to the Covered Executive; (d) cancelling outstanding vested or unvested equity awards; or (e) taking
any other remedial and recovery action permitted by law, as determined by the Committee. To the extent the Covered Executive refuses to pay to the Company an amount equal to the Erroneously Awarded Compensation, the Company shall have the right to sue for repayment and/or enforce the Covered Executive’s obligation to make payment through the reduction or cancellation of outstanding and future
compensation. Any reduction, cancellation or forfeiture of compensation shall be done in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
6.No Indemnification. The Company shall not indemnify any Covered Executive against the loss
of any Erroneously Awarded Compensation for which the Committee has determined to seek recoupment pursuant to this Policy.
7.Exceptions to the Recovery Requirement. Notwithstanding anything in this Policy to the contrary, Erroneously Awarded Compensation need not be recovered pursuant to this Policy if the Committee (or, if the Committee is not comprised solely of Independent Directors, a majority of the Independent Directors serving on the Board) determines that recovery would be impracticable as a result of any of the following:
(a)the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must
make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange; or
(b)recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
8.Committee Determination Final. Any determination by the Committee with respect to the Policy shall be final, conclusive and binding on all interested parties.
9.Amendment. The Policy may be amended by the Committee from time to time, to the extent permitted under the Listing Rules.
10.Non-Exclusivity. Nothing
in the Policy shall be viewed as limiting the right of the Company or the Committee to pursue additional remedies or recoupment under or as required by any similar policy adopted by the Company or under the Company’s compensation plans, award agreements, employment agreements or similar agreements or the applicable provisions of any law, rule or regulation which may require or permit recoupment to a greater degree or with respect to additional compensation as compared to this Policy (but without duplication as to any recoupment already made with respect to Erroneously Awarded Compensation pursuant to this Policy). This Policy shall be interpreted in all respects to comply with the Listing Rules.
11.Successors. The Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
12.Defined
Terms.
“Covered Executives” shall have the meaning set forth in Section 3 of this Policy.
“Erroneously Awarded Compensation” shall mean the amount of Incentive Compensation actually Received that exceeds the amount of Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, and computed without regard to any taxes paid. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in a Restatement:
2
(A)The
calculation of Erroneously Awarded Compensation shall be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received; and
(B)The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
“Exchange” shall mean The New York Stock Exchange.
“Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other
officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries shall be deemed executive officers of the Company if they perform such policy-making functions for the Company.
“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including, without limitation, stock price and total shareholder return (in each case, regardless of whether such measures are presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission).
“Fiscal Year”
shall mean the Company’s fiscal year; provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
“Incentive Compensation” shall mean any compensation (whether cash or equity-based) that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, and may include, but shall not be limited to, performance bonuses and long-term incentive awards such as stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units or other equity-based awards. For the avoidance of doubt, Incentive Compensation does not include awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus
awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures. Notwithstanding the foregoing, compensation amounts shall not be considered “Incentive Compensation” for purposes of the Policy unless such compensation is Received (1) while the Company has a class of securities listed on a national securities exchange or a national securities association and (2) on or after October 2, 2023, the effective date of the Listing Rules.
“Independent Director” shall mean a director who is determined by the Board to be “independent” for Board or Committee membership, as applicable, under the rules of the Exchange, as of any determination date.
“Listing Rules” shall have the meaning set forth in Section 1 of this
Policy.
Incentive Compensation shall be deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
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“Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the Company’s previously
issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Transition Period” shall mean any transition period that results from a change in the Company’s Fiscal Year within or immediately following the three completed Fiscal Years immediately preceding the Company’s requirement to prepare a Restatement.
