Core Viewpoint - QXO, Inc. is proposing to replace the Board of Directors of Beacon Roofing Supply, Inc. with 10 independent nominees at Beacon's 2025 Annual Meeting of Shareholders, coinciding with QXO's tender offer to acquire Beacon for 124.25 per share, with an aggregate enterprise value of approximately $11 billion [3]. - The offer price represents a 37% premium to Beacon's 90-day unaffected volume-weighted average price as of November 15, 2024 [3]. - QXO has received antitrust clearance for the acquisition in both the U.S. and Canada and is prepared to complete the acquisition shortly after the offer expires on February 24, 2025 [3]. Group 2: Nominee Profiles - The slate of independent nominees includes experienced executives from leading global companies, selected for their expertise in corporate transformations and knowledge of the building products sector [2]. - Notable nominees include: - Sheree Bargabos, former president at Owens Corning, with extensive experience in building materials [5]. - Paul Camuti, former executive at Trane Technologies, with a focus on technology and sustainability [6]. - Karel Czanderna, former CEO of Flexsteel Industries, with a background in residential furniture and building materials [7]. - Jonathan Foster, founder of Current Capital Partners, with a 35-year career in financial services [8]. - Mauro Gregorio, former president at Dow Inc., with experience in materials science [10]. - Michael Lenz, former CFO of FedEx, overseeing financial functions [11]. - Teresa May, president of H+G Advisory, with a background in strategic marketing [12]. - Stephen Newlin, former CEO of Univar Solutions, with experience in chemicals distribution [13]. - Joseph Reitmeier, former CFO of Lennox International, with a focus on climate control solutions [14]. - Wendy Whiteash, former executive at US LBM Holdings, with experience in distribution [15]. Group 3: Proxy Solicitation - QXO intends to solicit proxies from Beacon stockholders by filing a proxy statement and a universal WHITE proxy voting card for the 2025 Annual Meeting [4]. - Stockholders can vote to replace Beacon's current directors with QXO's proposed nominees [4].
QXO Proposes Full Slate of Independent Directors for Election at Beacon Roofing Supply's 2025 Annual Meeting