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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): November 15, 2022
Summit Materials, Inc.
(Exact name of registrant as specified in its charter)
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| 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: (303) 893-0012
Not Applicable
(Former Name or 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:
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| 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.
As previously disclosed by Summit Materials, Inc. (the "Company") on a Current Report on Form 8-K filed on November 14, 2022, Karli Anderson, formerly Executive Vice President, Chief ESG Officer and Head of Investor Relations of the Company has assumed leadership of the Company’s human resources and communications functions. In connection with her expanded leadership role the Company's Board of Directors (the "Board") appointed Ms. Anderson Executive Vice President, Chief People and ESG Officer and Head of Communications and, as approved by the Human Capital and Compensation Committee of the Board, Ms. Anderson has entered into a new offer of employment that provides for an increase in base salary from $394,000 to $475,000 to reflect her increased responsibilities.
The foregoing description of Ms. Anderson's new offer of employment does not purport to be complete and is qualified in its entirety by reference to such offer letter, a copy of which is filed as Exhibit 10.1 to, and is incorporated by reference into, this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On November 16, 2022, the Company issued a press release announcing Ms. Anderson's expanded leadership role. A copy of the Company’s press release is attached as Exhibit 99.1 to this report.
The information included under Item 7.01 of report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
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| 10.1 | | |
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| 99.1 | | |
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| 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.
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| | SUMMIT MATERIALS, INC. |
DATED: November 16, 2022 | | |
| | By: | /s/ Christopher B. Gaskill |
| | Name: | Christopher B. Gaskill |
| | Title: | EVP, Chief Legal Officer & Secretary |
November 15, 2022
Ms. Karli Anderson
c/o Summit Materials, Inc.
1801 California Street
Suite 3500
Denver, CO 80202
Dear Karli,
I am pleased to offer you the position of Executive Vice President, Chief People, Environmental, Social and Governance Officer and Head of Communications of Summit Materials, LLC (“Summit Materials” or “Company”), reporting directly to me, President and Chief Executive Officer. The details of your position and offer are as follows:
Start Date: November 15, 2022
Compensation: Your annual compensation will be comprised of the following components:
•Annual Base Salary: $475,000, payable in accordance with Summit Materials’ ordinary payroll practices.
•Annual Cash Bonus Target: You are eligible to receive a performance-based bonus with target payout of 60% of your base salary. Your bonus opportunity will be reviewed annually.
•Long-Term Equity Incentive Plan: You will be eligible to participate annually in Summit Materials’ Long-Term Equity Incentive Plan (the “LTIP”). Your initial LTIP grant in 2023 will be equal to 125% of your base salary and consist 50% of restricted share units and 50% of performance share units (each with such terms and conditions as shall be approved by the Compensation Committee of the Company’s Board of Directors). Your eligibility to participate in the LTIP (as well as the level of your participation, if any) will be evaluated on an annual basis.
Employee Benefits: Since you will remain an active participant in the Summit Materials benefit plans, there will be no change to your current employee benefits offerings and elections, and your annual vacation will remain the same.
Location: Denver, CO.
Severance Plan: Your participation in the Summit Materials, Inc. Senior Personnel Severance Plan will remain unchanged.
At-Will: This letter is a confirmation of an employment offer and should not be construed as an employment contract. Summit Materials may rescind this offer at any time and for any reason, or for no reason. Further, please note that your employment with Summit Materials will be “at will,” meaning that Summit Materials or you can terminate your employment at any time and without advance notice or cause.
Please indicate your acceptance of this offer by signing below. If you have any questions surrounding the details of your offer, please contact me.
Karli, I am very excited to extend this offer and look forward to working with you to lead Summit Materials through its next phase of growth and value creation. This is a pivotal time for our company that will offer a significant opportunity for your many talents and experiences to be fully leveraged to drive success for all stakeholders.
Sincerely,
/s/ Anne Noonan
Anne Noonan
President and Chief Executive Officer, Summit Materials, LLC
AGREED and ACCEPTED
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| /s/ Karli Anderson | | 11/15/22 | | |
| Signature | | Date | | |
Summit Materials, Inc. Announces Senior Leadership Change
Karli Anderson assumes expanded leadership role to include oversight of Summit Materials’ human resources and communications functions
DENVER, CO. - (November 16, 2022) - Summit Materials, Inc. (NYSE: SUM) (“Summit,” “Summit Materials,” "Summit Inc." or the “Company”), a leading vertically integrated construction materials company, announced today that Karli Anderson, formerly Executive Vice President, Chief ESG Officer and Head of Investor Relations, will assume the title of Executive Vice President, Chief People and ESG Officer and Head of Communications, expanding her role to lead the Company’s human resources and communications functions.
“I am pleased to expand Karli’s leadership role at the Company to encompass our human resources and communications functions,” commented Anne Noonan, Summit Materials President and CEO. “Since her promotion to Executive Vice President, Chief ESG Officer and Head of Investor Relations in 2021, Karli has been a true change agent effectively driving the Company’s ESG initiatives and commitments across the business and making sustainability part of our value proposition. I have full confidence that she will bring that same level of transformation and excellence to her leadership of the Company’s human resources and communications functions. Karli is uniquely positioned to assume leadership of these essential functions given her deep experience leading human resources policies and programs at her previous employer and tenure as a compensation committee chair of a public company board of directors. Further, Human Capital is one of our three priority areas in our ESG strategy. The combination of the ESG and human resources functions under one leader allows us to advance our Human Capital ESG strategic commitments in a more agile manner while optimizing value for our employees and shareholders.”
Ms. Anderson joined Summit Materials as Vice President of Investor Relations in 2019. In 2021, Ms. Anderson was promoted to Executive Vice President, Chief ESG Officer and Head of Investor Relations, which expanded her role at the Company to directly overseeing the development of the Company’s ESG initiatives and commitments across the business, health and safety program and investor relations function. Prior to joining Summit Materials, Ms. Anderson was Vice President of Investor Relations at Royal Gold, Inc. (NASDAQ:RGLD) from 2013 to 2018. Since 2018, Ms. Anderson has been an independent director, chairman of the Compensation Committee, and member of the Audit Committee and Health and Safety Committee of Westwater Resources (NASDAQ:WWR).
About Summit Materials
Summit Materials is a leading vertically integrated materials-based company that supplies aggregates, cement, ready-mix concrete and asphalt in the United States and British Columbia, Canada. Summit is a geographically diverse, materials-based business of scale that offers customers a single-source provider of construction materials and related downstream products in the public infrastructure, residential and nonresidential end markets. Summit has a strong track record of successful acquisitions since its founding and continues to pursue growth opportunities in new and existing markets. For more information about Summit Materials, please visit www.summit-materials.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as "believes, " "expects," "may," "will," "should," "seeks," "intends," "trends," "plans," "estimates," "projects" or "anticipates" or similar expressions that concern our strategy, plans, expectations or intentions. These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results.
In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be realized. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended January 1, 2022. Such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission ("SEC"), which are accessible on the SEC's website at www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
Contact:
Andy Larkin
Vice President, Investor Relations
Andy.Larkin@summit-materials.com
720-618-6013
