Independent
Tenure on this board
0.7 yrs
9 nominees · 4 ballot items.
Elect nine directors; ratify EY as independent auditor; advisory vote to approve executive compensation (say-on-pay); and approve an amendment to increase shares under the 2021 Long-Term Incentive Plan.
Elect nine director nominees (Christina M. Corley; Anuj Dhanda; Kim S. Fennebresque; Keith A. Haas; Mitchell B. Lewis; Shyam K. Reddy; J. David Smith; Carol B. Yancey; Marietta Edmunds Zakas) to hold office until the 2027 annual meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as BlueLinx’s independent registered public accounting firm for fiscal 2026.
An advisory (non-binding) vote to approve the Company’s executive compensation as disclosed in the proxy (Compensation Discussion and Analysis, compensation tables, and narrative disclosure).
This is an advisory, non-binding ‘say-on-pay’ proposal asking shareholders to approve the Company’s executive compensation disclosures and overall pay practices as detailed in the proxy statement. Management is asking for approval to reaffirm its compensation philosophy which emphasizes pay-for-performance, alignment of executive interests with stockholders through equity awards, and retention of key talent. The proposal consolidates base salary, short-term incentive metrics (Adjusted EBITDA and Return on Working Capital), and long-term equity awards (time-based and market-based RSUs tied to relative TSR) into a single advisory vote. The Board and Human Capital and Compensation Committee assert that the program is market-competitive and was developed with advice from an independent compensation consultant (Meridian) and that it balances short- and long-term incentives while including governance safeguards (clawback policy, minimum vesting, limits on repricing, and double-trigger change-in-control protections). The proxy highlights prior strong stockholder support (over 90% approval in 2025) as evidence that the program is effective and aligned with stockholder interests. Because the vote is advisory, the Board will consider the outcome when making future compensation decisions but is not legally bound by it. Management recommends a FOR vote to signal continued shareholder endorsement of its compensation framework and to provide the Human Capital and Compensation Committee with a mandate to continue the current design. Institutional investors may focus on pay-performance alignment metrics and recent discretionary payments (discretionary bonuses in 2025) when evaluating the proposal; the Committee notes those discretionary awards were made for retention and to recognize performance in a difficult housing market. The outcome may influence committee deliberations on target-setting, metric selection, and long-term award design in future years.
Approve an amendment to the 2021 Long-Term Incentive Plan to increase the number of shares authorized for issuance under the plan by 750,000 shares (from 750,000 to 1,500,000 shares).
This management proposal asks shareholders to approve a Plan Amendment to increase the authorized share reserve under the Company’s 2021 Long-Term Incentive Plan by 750,000 shares (raising the total from 750,000 to 1,500,000). Management and the Human Capital and Compensation Committee present this request as necessary to preserve the Company’s ability to grant equity awards used for retention, recruitment, and pay-for-performance incentives. The committee evaluated historical award usage, projected hiring and promotion needs, multi-year burn-rate metrics, and the expected dilutive impact, and concluded the requested increase is reasonable relative to peers and market practices. The proxy discloses current outstanding unvested awards and available shares as of March 20, 2026, and provides an illustrative dilution table showing the incremental and total dilution on a fully-diluted basis. The Plan contains multiple shareholder-friendly provisions (no below-market option grants, no repricing without shareholder approval, minimum one-year vesting except for limited exceptions, double-trigger change-in-control protections, no excise tax gross-ups, and limits on director compensation) which management emphasizes to mitigate governance concerns about additional share authorization. Nonetheless, the amendment will increase potential dilution (management quantifies the additional 750,000 shares as an incremental 8.0% dilution relative to the stated fully-diluted denominator and 16.3% when combined with outstanding awards), which some investors may view as significant and will weigh against the retention and incentive rationale. The Board recommends a FOR vote, arguing that without the increase the Company’s ability to grant meaningful equity awards would be constrained and could harm recruiting and retention. Institutional investors will assess the proposal based on plan design features, historical burn rate, the Company’s compensation strategy (including recent move to rTSR for market awards), and the projected dilutive impact; these factors will inform whether they accept the company’s need for additional shares. If approved, Appendix A (the First Amendment) will take effect and the 2021 Plan will be amended as described.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GENDELL JEFFREY L | 6.51% | 506,245 | $27M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 6.32% | 492,106 | $27M |
| 3 | JB CAPITAL PARTNERS LP | 5.06% | 393,649 | $21M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.48% | 348,989 | $19M |
| 5 | BlackRock, Inc. | 4.42% | 344,173 | $19M |
| 6 | PUNCH ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 4.14% | 321,874 | $17M |
| 7 | BlackRock, Inc. | 3.96% | 307,816 | $17M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.61% | 280,789 | $15M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 3.33% | 259,244 | $14M |
| 10 | River Road Asset Management, LLC | 3.13% | 243,914 | $13M |
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