UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
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(Address of Principal Executive Offices)
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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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On and effective as of August 11, 2020, the Board of Directors of Builders FirstSource, Inc., a Delaware corporation (the “Corporation”), amended the Corporation’s Amended and Restated By-Laws (the “By-Laws”) by adopting a forum selection bylaw (the “By-Law Amendment”) that requires any derivative claims, any action asserting a claim of breach of a duty (including any fiduciary duty) and any claims arising out of any provision of the General Corporation Law of Delaware or the Corporation’s Certificate of Incorporation or By-Laws, or otherwise relating to the Corporation’s internal affairs, be brought in the Court of Chancery of the State of Delaware, unless the Corporation consents in writing to the selection of an alternative forum.
The By-Law Amendment also includes a provision requiring that, unless the Corporation consents in writing to the selection of an alternative forum, any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, must be brought in the federal district courts of the United States of America.
The foregoing summary of the By-Law Amendment is qualified in its entirety by reference to the Amended and Restated By-Laws of the Corporation, which are attached hereto as Exhibit 3.1 and are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are filed as part of this Current Report:
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated By-Laws of Builders FirstSource, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| BUILDERS FIRSTSOURCE, INC. | ||||||
| Dated: August 14, 2020 | By: | /s/ Donald F. McAleenan | ||||
| Name: | Donald F. McAleenan | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||