0001621563false00016215632023-03-012023-03-01
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): March 1, 2023
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: (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:
| | | | | | | | | | | | | | |
| 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 March 1, 2023, Summit Materials, Inc. (the “Company”) announced that Scott Anderson would succeed Brian J. Harris as Executive Vice President and Chief Financial Officer of the Company, effective as of March 1, 2023 (the “Transition Date”).
Mr. Anderson, age 56, currently serves as the Company’s Central Region President, a position he has held since 2020. Prior to that, Mr. Anderson served as the Company's Kansas Region President from 2018 to 2020, the President of Hamm, Inc., one of the Company’s subsidiaries, from 2017 to 2018, and the Chief Operating Officer of Hamm, Inc. from 2014 to 2017.
In consideration of Mr. Anderson’s new role at the Company, the Human Capital and Compensation Committee and its Annual Grant Committee of the Company’s board of directors approved an annual base salary of $566,800, a target short-term incentive opportunity of 75% of base salary, and a target annual long-term incentive opportunity of 125% of base salary, with Mr. Anderson’s initial long-term award to be granted on the Transition Date on the same terms as grants to the Company’s other executive officers.
Effective on the Transition Date, Mr. Anderson will be subject to the Executive Severance Policy, as amended, previously filed with the Securities and Exchange Commission (the "SEC") as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 21, 2017, and the related Executive Severance Plan Participation Notice and Agreement, previously filed with the SEC as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed on August 5, 2021. In addition, the Company has agreed to pay for certain expenses relating to Mr. Anderson's relocation to the Denver area.
Mr. Anderson has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which he will be selected as an officer of the Company. In addition, there have been no transactions directly or indirectly involving Mr. Anderson that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The foregoing description of the chief financial officer transition and compensation arrangements of Mr. Anderson does not purport to be complete and is qualified in its entirety by reference to Mr. Anderson’s 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.
As previously disclosed by the Company on a Current Report on Form 8-K filed on September 12, 2022 (the “Transition Form 8-K”), as of the Transition Date, Mr. Harris will become a Senior Advisor and will serve in such non-executive officer position until his employment ends 30 days following the Transition Date (the “Employment Termination Date”). Following the Employment Termination Date, Mr. Harris has agreed to remain available for consultation through December 31, 2024 (the “Consultation Period”). The foregoing summary regarding Mr. Harris does not purport to be complete and is qualified in its entirety by reference to the Transition Form 8-K.
| | | | | |
| Item 7.01 | Regulation FD Disclosure. |
A press release issued on March 1, 2023 regarding the matters described above has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this report.
| | | | | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| | |
| 10.1 | | |
| | |
| 99.1 | | |
| | |
| 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: March 1, 2023 | | |
| | By: | /s/ Christopher B. Gaskill |
| | Name: | Christopher B. Gaskill |
| | Title: | EVP, Chief Legal Officer & Secretary |
February 23, 2023
Dear Scott,
Summit Materials, LLC (“Summit Materials” or the “Company”) is pleased to offer you a promotion on our team!
The details of your offer are as follows:
Position Title: Executive Vice President and Chief Financial Officer, Summit Materials
Reporting To: Anne Noonan, President & Chief Executive Officer, Summit Materials
Location: Relocation to Denver, CO – timing to be mutually agreed
Start Date: Timing to be mutually agreed
Annual Base Salary: $566,800
Annual Cash Bonus Target: You are eligible to receive a performance-based bonus target of 75% of your base salary. Your bonus will be based on attainment of business, financial, strategic and ESG goals as well as achievement of personal commitments that will be reviewed annually. Any bonus approved for the year will be based on eligible earnings.
Long Term Equity Incentive Plan: You will be eligible to participate annually in Summit Materials’ Long-Term Equity Incentive Plan (the “LTIP”). Your initial annual award eligibility will be 125% of your eligible earnings. Your eligibility to participate in the LTIP (as well as the level of your participation, if any) will be evaluated on an annual basis and is subject to the approval of the Human Capital and Compensation Committee of the Company’s Board of Directors.
Severance: You will be eligible to participate in a severance program that provides for 24-months of benefits under certain termination circumstances, including termination after a change in control of the Company. The full details of the program will be available in a participation agreement. Please note that this benefit is only made available to a limited subset of Company employees.
PTO: 4 weeks (20 days) per calendar year (effective on date of hire) in addition to the paid holidays observed by Summit Materials.
Relocation: In an effort to provide assistance with your relocation, we will provide the following:
1)One seven-day house hunting trip for you and your significant other including airfare, lodging, meals and car rental.
2)Temporary housing in the new location for a period up to three (3) months.
3)Reimbursement for all closing costs associated with the sale of your current home including: realtor sales commissions, attorney fees, document preparation and transfer fees.
4)Direct payment for reasonable expenses associated with the packing, shipping and unpacking of your household goods, including full replacement insurance.
5)Reimbursement for reasonable expenses associated with the physical move of your family including airfare, lodging, mileage and meals. Documentation is required and submitted in an expense report.
6)Shipment of one vehicle to the new location with the associated vehicle shipment insurance.
7)Three (3) months storage for household goods or moving stipend in the amount of one months salary.
Should you resign from the position or be terminated for Cause within 24 months of your hire date, you will be required to reimburse 100% of the associated relocation costs.
Please indicate your acceptance of this offer by signing below. If you have any questions surrounding the details of your offer, please reach out to myself or Karli Anderson.
We’re very excited to extend this offer and look forward to your contributions to Summit Materials.
Congratulations and thank you for your continued hard work on Summit’s behalf.
Sincerely,
| | | | | | | | | | | |
| /s/ Anne P. Noonan | | /s/ Scott Anderson | |
| Signature | | Signature | |
| | | |
| 2/23/2023 | | 2/27/23 | |
| Date | | Date | |
Anne Noonan Scott Anderson
President & CEO
Summit Materials
Summit Materials Announces
Scott Anderson as New Chief Financial Officer
DENVER, CO. (March 1, 2023) — Summit Materials, Inc. (NYSE: SUM, “Summit” or the “Company”), a leading vertically integrated construction materials company, is pleased to announce the appointment of Scott Anderson as its new Executive Vice President and Chief Financial Officer (CFO), effective March 1, 2023. Anderson brings to the role a wealth of experience in finance and operations, as well as a demonstrated commitment to the Summit strategy and the Company’s mission, vision, and values.
Scott has been an integral member of Summit's leadership team, serving as President of the Central Region since 2020. In addition to over two decades of industry experience with Hamm and Summit companies, Scott has recently distinguished himself by moving swiftly to deliver on the Elevate Summit goals. By prioritizing aggregates-led portfolio actions and an intentional focus on the high-growth Kansas City market, Scott has transformed the Central Region into a more materials-oriented business. His leadership in shifting towards a streamlined, aggregates centric portfolio representing approximately 75% of Adjusted EBITDA positions the Central Region for continued growth and improved profitability.
"Scott has been an outstanding leader at Summit, and I am thrilled to see him take on the CFO role," said CEO Anne Noonan. "He has a deep understanding of our business and our Elevate Summit strategy. He has been central to driving operational improvement and margin expansion while strengthening the portfolio by divesting non-core businesses and developing significant growth and expansion opportunities for Summit. I am confident that he will be an exceptional CFO and an invaluable member of our executive team."
Anderson will be taking over for Brian Harris, who has served as Summit's CFO since 2013. Harris will take on a non-executive role until his retirement date later this year and then will move into an advisory role through the end of 2024 to ensure a smooth transition.
As CFO, Anderson will oversee Summit's financial operations and work closely with the executive team to execute the Company's strategic plan, Elevate Summit. His expertise in finance and operations will be crucial in driving growth and profitability across the organization. Anderson holds a Bachelor's degree in Accounting from Emporia State University and is a CPA, with experience as an audit and tax partner before joining Hamm companies over 20 years ago. Additionally, Anderson has acted as a trusted advisor to the Kansas Department of Transportation Secretary throughout the recent passage of the Kansas 10-Year Eisenhower “IKE” Transportation Program and served as a Senate-confirmed board member on multiple State-level economic development organizations, as well as the Board President of the industry leading Kansas Contractors Association. Scott’s deep industry knowledge and insider perspective will bring instant operational credibility and help drive change more quickly and effectively at Summit Materials.
"I am honored to take on the CFO role and continue to serve Summit in this new capacity," said Anderson. "I have a deep respect for Summit's mission and values, and believe strongly in the strategic direction of our company. Together with the leadership team and all 4,800 Summit employees, I am committed to driving the Company's continued growth and success."
| | |
| About Summit Materials, Inc. |
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 non-residential 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.
Forward Looking Statements
Except for the historical and factual information contained herein, the matters set forth in this press release, including statements regarding the impact of the proposed transition and other statements identified by words such as “will,” “estimates,” “expects,” “projects,” “plans,” and similar expressions, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, many of which are beyond our control, including the completion of transition planning. Actual events and results may differ materially from those anticipated, estimated or projected if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. You should not place undue reliance on these forward looking statements, which speak only as of the date of this press release. Unless legally required, we undertake no obligation and expressly disclaim any such obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact Information
Andy Larkin
VP, Investor Relations
Summit Materials, Inc.
andy.larkin@summit-materials.com
720-618-6013