Form 8-K - Current report

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): December 26, 2024 (December 20, 2024)

 

Summit Materials, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	001-36873	47-1984212
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

 

1801 California Street, Suite 3500

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: [phone]

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock (par value, $0.01 per share)		SUM		New York Stock Exchange

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 18, 2024, Summit Materials, Inc., a Delaware corporation (the “Company”), entered into letter agreements with each of Anne P. Noonan, Scott Anderson, Karli S. Anderson and Christopher B. Gaskill, pursuant to which each of them will be paid certain amounts of compensation in the 2024 calendar year to which such executive officer would otherwise become entitled either (a) in a future calendar year or (b) in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of November 24, 2024, by and among the Company, Quikrete Holdings, Inc., a Delaware corporation (“Purchaser”), and Soar Subsidiary, Inc., a Delaware

 

corporation and a wholly owned subsidiary of Purchaser (the “Merger Agreement”), for the purpose of reducing or eliminating the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, that would be imposed on amounts payable to such executive officers in connection with the consummation of the transactions contemplated by the Merger Agreement. Pursuant to the letter agreements, each executive officer will be required to repay the value of any accelerated equity awards (to the extent applicable) to which such executive officer would not otherwise have been entitled if the Merger Agreement is terminated or such executive officer’s employment terminates under certain circumstances.

 

The foregoing is a description of the letter agreements with the above executive officers and does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Letter Agreement with Anne P. Noonan dated December 18, 2024.
10.2		Letter Agreement with Scott Anderson dated December 18, 2024.
10.3		Letter Agreement with Karli S. Anderson dated December 18, 2024.
10.4		Letter Agreement with Christopher B. Gaskill dated December 18, 2024.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

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 hereunto duly authorized.

 

	SUMMIT MATERIALS, INC.
DATED: December 26, 2024	By:	/s/ Christopher B. Gaskill
	Name:	Christopher B. Gaskill
	Title:	EVP, Chief Legal Officer & Secretary

 

 

 

 

 

Exhibit 10.1

 

Summit Materials, Inc.

 

December 18, 2024

 

Anne Noonan

520 Steel Street

Denver, CO 8/0206

 

Dear Anne:

 

This letter memorializes our recent discussions concerning tax planning actions in connection with the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger by and among Summit Materials, Inc. (the “Company”), Quikrete Holdings, Inc. (“Quikrete”) and Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete (the “Merger Agreement”).

 

On December 20, 2024 (the “Acceleration Date”), (i) your outstanding unvested service-based restricted stock unit awards will be settled (the “Accelerated RSUs”) and (ii) the amount of $1,974,375, representing your 2024 Short-Term Incentive Plan (the “2024 STIP”) award being deemed earned at 125% of target, will be paid to you. Any remaining 2024 STIP payout will be trued up in 2025. All of these payments will be less applicable withholdings and deductions.

 

You agree that the Accelerated RSUs will be subject to repayment in the following circumstances (each, a “Repayment Event”):

 

·

Your employment is terminated by the Company for Cause or you resign other than due to a Constructive Termination (each as defined in the Company’s Executive Severance Plan) prior to the closing of the Merger.

 

·

The Merger does not close and the Merger Agreement is terminated.

 

Within ten (10) days following a Repayment Event, you will repay to the Company the Accelerated RSUs (other than any Accelerated RSUs that would have otherwise already vested based on their original vesting terms). The repayment amount will be determined based on the lesser of the average closing price of the Company’s Class A common stock (“Company Stock”) for the 20 trading days ending on (i) the Acceleration Date and (ii) the date the Repayment Event is triggered. Repayment may be in the form of cash, shares of Company Stock or a combination of the two.

 

You agree that, within 30 days of the date of this letter, you will file an 83(b) election (in a form which the Company will provide to you) with respect to the Accelerated RSUs.

 

This letter sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all other agreements made between the parties. This letter is governed by Delaware law, and the parties hereby waive any right to a jury trial with respect to any dispute arising out of this letter.

 

 

	SUMMIT MATERIALS, INC.
	By:	/s/ Chris Gaskill
		Name: Chris Gaskill
		Title:   EVP, CLO and Secretary

 

 

	/s/ Anne Noonan
	Anne Noonan

 

 

 

 

Exhibit 10.2

 

Summit Materials, Inc.

 

December 18, 2024

 

Scott Anderson

1530 NE 39^th St.

Topeka, KS 66617

 

Dear Scott:

 

This letter memorializes our recent discussions concerning tax planning actions in connection with the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger by and among Summit Materials, Inc. (the “Company”), Quikrete Holdings, Inc. (“Quikrete”) and Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete (the “Merger Agreement”).

 

On December 20, 2024 (the “Acceleration Date”), (i) your outstanding unvested service-based restricted stock unit awards will be settled (the “Accelerated RSUs”) and (ii) the amount of $575,250, representing your 2024 Short-Term Incentive Plan (the “2024 STIP”) award being deemed earned at 125% of target, will be paid to you. Any remaining 2024 STIP payout will be trued up in 2025. All of these payments will be less applicable withholdings and deductions.

 

You agree that the Accelerated RSUs will be subject to repayment in the following circumstances (each, a “Repayment Event”):

 

·

Your employment is terminated by the Company for Cause or you resign other than due to a Constructive Termination (each as defined in the Company’s Executive Severance Plan) prior to the closing of the Merger.

 

·

The Merger does not close and the Merger Agreement is terminated.

 

Within ten (10) days following a Repayment Event, you will repay to the Company the Accelerated RSUs (other than any Accelerated RSUs that would have otherwise already vested based on their original vesting terms). The repayment amount will be determined based on the lesser of the average closing price of the Company’s Class A common stock (“Company Stock”) for the 20 trading days ending on (i) the Acceleration Date and (ii) the date the Repayment Event is triggered. Repayment may be in the form of cash, shares of Company Stock or a combination of the two.

 

You agree that, within 30 days of the date of this letter, you will file an 83(b) election (in a form which the Company will provide to you) with respect to the Accelerated RSUs.

 

This letter sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all other agreements made between the parties. This letter is governed by Delaware law, and the parties hereby waive any right to a jury trial with respect to any dispute arising out of this letter.

 

 

	SUMMIT MATERIALS, INC.
	By:	/s/ Chris Gaskill
		Name: Chris Gaskill
		Title:   EVP, CLO and Secretary

 

 

	/s/ Scott Anderson
	Scott Anderson

 

 

 

 

 

 

Exhibit 10.3

 

Summit Materials, Inc.

 

December 18, 2024

 

Karli Anderson

3066 S Saint Paul St.

Denver, CO 80210

 

Dear Karli:

 

This letter memorializes our recent discussions concerning tax planning actions in connection with the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger by and among Summit Materials, Inc. (the “Company”), Quikrete Holdings, Inc. (“Quikrete”) and Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete (the “Merger Agreement”).

 

On December 20, 2024 (the “Acceleration Date”), (i) your outstanding unvested service-based restricted stock unit awards will be settled (the “Accelerated RSUs”) and (ii) the amount of $492,375, representing your 2024 Short-Term Incentive Plan (the “2024 STIP”) award being deemed earned at 125% of target, will be paid to you. Any remaining 2024 STIP payout will be trued up in 2025. All of these payments will be less applicable withholdings and deductions.

 

You agree that the Accelerated RSUs will be subject to repayment in the following circumstances (each, a “Repayment Event”):

 

·

Your employment is terminated by the Company for Cause or you resign other than due to a Constructive Termination (each as defined in the Company’s Executive Severance Plan) prior to the closing of the Merger.

 

·

The Merger does not close and the Merger Agreement is terminated.

 

Within ten (10) days following a Repayment Event, you will repay to the Company the Accelerated RSUs (other than any Accelerated RSUs that would have otherwise already vested based on their original vesting terms). The repayment amount will be determined based on the lesser of the average closing price of the Company’s Class A common stock (“Company Stock”) for the 20 trading days ending on (i) the Acceleration Date and (ii) the date the Repayment Event is triggered. Repayment may be in the form of cash, shares of Company Stock or a combination of the two.

 

You agree that, within 30 days of the date of this letter, you will file an 83(b) election (in a form which the Company will provide to you) with respect to the Accelerated RSUs.

 

This letter sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all other agreements made between the parties. This letter is governed by Delaware law, and the parties hereby waive any right to a jury trial with respect to any dispute arising out of this letter.

 

 

	SUMMIT MATERIALS, INC.
	By:	/s/ Chris Gaskill
		Name: Chris Gaskill
		Title:   EVP, CLO and Secretary

 

 

	/s/ Karli Anderson
	Karli Anderson

 

 

 

 

Exhibit 10.4

 

Summit Materials, Inc.

 

December 18, 2024

 

Chris Gaskill

2400 S Columbine St.

Denver, CO 80210

 

Dear Chris:

 

This letter memorializes our recent discussions concerning tax planning actions in connection with the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger by and among Summit Materials, Inc. (the “Company”), Quikrete Holdings, Inc. (“Quikrete”) and Soar Subsidiary, Inc., a wholly owned subsidiary of Quikrete (the “Merger Agreement”).

 

On December 20, 2024 (the “Acceleration Date”), the amount of $492,375, representing your 2024 Short-Term Incentive Plan (the “2024 STIP”) award being deemed earned at 125% of target, will be paid to you. Any remaining 2024 STIP payout will be trued up in 2025. This payment will be less applicable withholdings and deductions.

 

This letter sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all other agreements made between the parties. This letter is governed by Delaware law, and the parties hereby waive any right to a jury trial with respect to any dispute arising out of this letter.

 

 

	SUMMIT MATERIALS, INC.
	By:	/s/ David Hamm
		Name: David Hamm
		Title: SVP, DGC and Assistant Secretary

 

 

	/s/ Chris Gaskill
	Chris Gaskill

 

 

 

Cover	Dec. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2024
Entity File Number	001-36873
Entity Registrant Name	Summit Materials, Inc.
Entity Central Index Key	0001621563
Entity Tax Identification Number	47-1984212
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1801 California Street
Entity Address, Address Line Two	Suite 3500
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	893-0012
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock (par value, $0.01 per share)
Trading Symbol	SUM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---