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): July 3, 2019

 

BEACON ROOFING SUPPLY, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

505 Huntmar Park Drive, Suite 300, Herndon, VA 20170

(Address of Principal Executive Offices) (Zip Code)

 

(571) 323-3939

(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 Instructions A.2. below):

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

---

 

(c) Appointment of New Principal Executive Officer

 

On July 3, 2019, Beacon Roofing Supply, Inc. (the "Company") announced the appointment of Julian G. Francis, age 53, as President and Chief Executive Officer and to the Company’s Board of Directors. His start date is currently expected to be on or about September 1, 2019. A copy of the press release announcing Mr. Francis’s appointment is attached hereto as Exhibit 99 and is incorporated by reference herein.

 

Mr. Francis’s compensation will consist of a base salary of $800,000, with a target annual incentive of $800,000 for the Company’s 2020 fiscal year. In connection with the Company’s regular equity compensation grants to be made in the first quarter of 2020, Mr. Francis will be granted stock options, time-based restricted stock units, and performance-based restricted stock units under the Company's Amended and Restated 2014 Stock Plan having an aggregate value of $2.4 million at the date of grant, with $600,000 of the value in options, $600,000 in time-based restricted stock units and $1.2 million in performance-based restricted stock units. The stock options will vest one-third annually starting on the first anniversary of the grant and expire on the tenth anniversary of the date of grant. The restricted stock units will vest on the third anniversary of the date of grant. In addition, performance-based restricted stock units may not vest, or may vest at, above or below the number of units granted depending on two-year Company performance.

 

In connection with the forfeiture of annual incentive and equity awards at his prior employer, Mr. Francis is receiving the following buyout awards from the Company. On his start date, he will receive an amount equal to the prorated portion of the target amount of his forfeited annual incentive award at his prior employer. He will also receive an incentive award opportunity for the remainder of fiscal year 2019 of approximately $67,000 (equal to a prorated portion of his 2020 target incentive award at the Company), payable on or about October 1, 2019 based upon satisfaction of a successful onboarding and transition to the CEO role. In addition, on his start date, Mr. Francis will be granted stock options, time-based restricted stock units, and performance-based restricted stock units under the Company's Amended and Restated 2014 Stock Plan and a cash award, having an aggregate value of $2.6 million at the date of grant, with $650,000 of the value in stock options, $350,000 in time-based restricted stock units, $1.3 million in performance-based restricted stock units and $300,000 in cash. The stock options will vest one-third annually starting on the first anniversary of the grant and expire on the tenth anniversary of the date of grant. The restricted stock units will be subject to the vesting and performance conditions applicable to the Company’s November 2018 restricted stock unit grants. Accordingly, the restricted stock units will vest in November 2021. In addition, performance-based restricted stock units may not vest, or may vest at, above or below the number of units granted depending on two-year Company performance. Mr. Francis also will receive relocation assistance and other benefits typical for Company executives.

 

(d) Exhibits

 

---

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 thereunto duly authorized.

 

 

 

EXHIBIT 99

 

 

 

Beacon Roofing Supply Appoints Julian G. Francis

as President and CEO and to its Board of Directors

 

HERNDON, Va.--(BUSINESS WIRE)—July 3, 2019--Beacon Roofing Supply, Inc. (Nasdaq: BECN) (“Beacon” or the “Company”) announced today the appointment of Julian G. Francis as President and CEO and to its Board of Directors.  Mr. Francis is expected to assume his duties as President and CEO and join Beacon’s Board of Directors on or about September 1, 2019.  

 

Mr. Francis has been the President of the Insulation Business at Owens Corning (NYSE: OC) since October 2014, leading Owens Corning’s largest business segment, with over $2.7 billion in revenue in 2018, to significant sales and EBIT growth in each of the last three years. From 2012-2014, he served as Vice President and General Manager for Owens Corning’s Residential Insulation Business. Mr. Francis also has served as Vice President and Managing Director for Owens Corning’s Glass Reinforcements, Americas, in the Composite Solutions Business. Prior to joining Owens Corning, Mr. Francis was Vice President and Publishing Director at Reed Business Information, a $2.5 billion global leader in publishing, information, and marketing services. Prior to joining Reed, Mr. Francis spent 10 years at USG Corporation rising through the marketing, strategy, and general management ranks. He last served as Vice President, Marketing, where he created the overall strategy for USG’s $3.3 billion manufacturing business. Mr. Francis earned his bachelor’s degree in mathematics and his doctorate in materials engineering at Swansea University in the United Kingdom. He also earned his master’s degree in business administration at DePaul University. Mr. Francis will be relocating with his wife Michelle and three children to the Herndon, Va. area.  

 

“We are enthusiastic to have Julian join Beacon as our President and CEO and a member of our Board of Directors," said Robert R. Buck, Beacon's Chairman. “Julian brings a unique blend of executive and operational experience, strong industry reputation and knowledge, and a strategic vision that set him apart from other candidates in our national search. His most recent major leadership role and outstanding performance at a public company as well regarded as Owens Corning positions him well to lead Beacon to even greater heights in growth and profitability. I am thrilled to welcome him to Beacon.”

 

Mr. Francis added: “I am extremely excited to become Beacon’s President and CEO and a member of its Board of Directors. I have closely observed Beacon’s exceptional growth in becoming the industry’s leading distributor, and I have admired Beacon’s reputation with customers and suppliers and for having hard working and dedicated employees. I join Beacon at a time of tremendous future growth opportunity. Beacon is the innovation leader in a growing industry and has the scale, resources and commitment to remain at the forefront, which is the pathway to greater profitability. I look forward to helping lead Beacon’s team as we drive to future success for our shareholders.”       

 

 

About Beacon Roofing Supply

Founded in 1928, Beacon Roofing Supply is the largest publicly traded distributor of residential and commercial roofing materials and complementary building products in North America, operating over 500 branches throughout all 50 states in the U.S. and 6 provinces in Canada.  Beacon serves an extensive base of over 100,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon also offers its own private label brand, TRI-BUILT, and has a proprietary digital account management suite, Beacon Pro+, which allows customers to manage their businesses online. A Fortune 500 company, Beacon’s stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon and its brands, please visit www.becn.com.

 

 

Contact Information:

Beacon Roofing Supply, Inc.

Joseph Nowicki, Executive VP & CFO

571-323-3939

[email protected]

 

SEC Filings