Summit Materials Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 (
(Exact name of registrant as specified in its charter)
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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 | |