QXO Proposes Full Slate of Independent Directors for Election at Beacon Roofing Supply's 2025 Annual Meeting
QXO (NYSE: QXO) has announced plans to propose 10 independent director nominees to replace Beacon Roofing Supply's Board of Directors at their 2025 Annual Meeting. This move follows QXO's tender offer launched on January 27, 2025, to purchase all outstanding Beacon shares at $124.25 per share in cash, valuing the company at approximately $11 billion.
The offer represents a 37% premium to Beacon's 90-day unaffected volume-weighted average price as of November 15, 2024. QXO has already received antitrust clearance in both the U.S. and Canada. The tender offer remains open until February 24, 2025. The proposed slate includes experienced executives and directors from leading global companies, selected for their expertise in corporate transformations and building products sector knowledge.
QXO (NYSE: QXO) ha annunciato l'intenzione di proporre 10 candidati indipendenti per sostituire il Consiglio di Amministrazione di Beacon Roofing Supply durante la loro Assemblea Annuale del 2025. Questa mossa segue l'offerta pubblica di acquisto lanciata da QXO il 27 gennaio 2025, per acquistare tutte le azioni in circolazione di Beacon a $124,25 per azione in contante, valutando l'azienda a circa $11 miliardi.
L'offerta rappresenta un 37% di premio rispetto al prezzo medio ponderato per volume di Beacon non influenzato negli ultimi 90 giorni, fino al 15 novembre 2024. QXO ha già ricevuto l'autorizzazione antitrust sia negli Stati Uniti che in Canada. L'offerta rimane aperta fino al 24 febbraio 2025. La lista proposta include dirigenti e amministratori esperti provenienti da aziende globali leader, selezionati per la loro esperienza nelle trasformazioni aziendali e nella conoscenza del settore dei prodotti per la costruzione.
QXO (NYSE: QXO) ha anunciado planes para proponer 10 nominados independientes para reemplazar la Junta Directiva de Beacon Roofing Supply en su Reunión Anual de 2025. Este movimiento sigue a la oferta pública de adquisición lanzada por QXO el 27 de enero de 2025, para comprar todas las acciones en circulación de Beacon a $124.25 por acción en efectivo, valorando la empresa en aproximadamente $11 mil millones.
La oferta representa un 37% de prima sobre el precio promedio ponderado por volumen de Beacon durante los últimos 90 días hasta el 15 de noviembre de 2024. QXO ya ha recibido la aprobación antimonopolio tanto en EE. UU. como en Canadá. La oferta permanece abierta hasta el 24 de febrero de 2025. La lista propuesta incluye ejecutivos y directores experimentados de empresas globales líderes, seleccionados por su experiencia en transformaciones corporativas y conocimiento del sector de productos de construcción.
QXO (NYSE: QXO)는 2025년 연례 회의에서 비콘 루핑 공급 회사의 이사회를 대체할 10명의 독립 이사 후보를 제안할 계획을 발표했습니다. 이 조치는 QXO가 2025년 1월 27일에 비콘의 모든 발행 주식을 현금으로 $124.25 per share에 구매하기 위해 시작한 공개 매수 제안에 따른 것입니다. 이는 회사를 약 $11 billion으로 평가합니다.
이 제안은 2024년 11월 15일 기준으로 비콘의 90일 비영향 평균 거래 가격에 대해 37% 프리미엄을 나타냅니다. QXO는 이미 미국과 캐나다에서 반독점 승인을 받았습니다. 공개 매수 제안은 2025년 2월 24일까지 유효합니다. 제안된 명단에는 기업 변혁과 건축 자재 분야의 지식에 대한 전문성을 가진 글로벌 기업의 경험이 풍부한 임원 및 이사들이 포함되어 있습니다.
QXO (NYSE: QXO) a annoncé des projets de proposer 10 candidats indépendants pour remplacer le Conseil d'Administration de Beacon Roofing Supply lors de leur Assemblée Générale Annuelle de 2025. Ce mouvement fait suite à l'offre publique d'achat lancée par QXO le 27 janvier 2025, pour acquérir toutes les actions en circulation de Beacon à $124,25 par action en espèces, valorisant l'entreprise à environ $11 milliards.
L'offre représente une 37% de prime par rapport au prix moyen pondéré par le volume de Beacon sur 90 jours non affecté au 15 novembre 2024. QXO a déjà reçu l'autorisation antitrust tant aux États-Unis qu'au Canada. L'offre reste ouverte jusqu'au 24 février 2025. La liste proposée comprend des dirigeants et des administrateurs expérimentés d'entreprises mondiales leaders, sélectionnés pour leur expertise en transformations d'entreprise et leur connaissance du secteur des produits de construction.
QXO (NYSE: QXO) hat Pläne angekündigt, 10 unabhängige Direktorenkandidaten vorzuschlagen, um den Vorstand von Beacon Roofing Supply bei ihrer Jahreshauptversammlung 2025 zu ersetzen. Dieser Schritt folgt auf das am 27. Januar 2025 gestartete Übernahmeangebot von QXO, um alle ausstehenden Aktien von Beacon zu einem Preis von $124,25 pro Aktie in bar zu erwerben, was das Unternehmen mit etwa $11 Milliarden bewertet.
Das Angebot stellt eine 37% Prämie auf den volumen-weighted Durchschnittspreis von Beacon in den letzten 90 Tagen bis zum 15. November 2024 dar. QXO hat bereits die Genehmigung der Wettbewerbsbehörden in den USA und Kanada erhalten. Das Übernahmeangebot bleibt bis zum 24. Februar 2025 offen. Die vorgeschlagene Liste umfasst erfahrene Führungskräfte und Direktoren führender globaler Unternehmen, die aufgrund ihrer Expertise in Unternehmensumwandlungen und ihrem Wissen im Bereich Bauprodukte ausgewählt wurden.
- Significant premium of 37% over 90-day average share price
- Already obtained US and Canada antitrust clearance
- All-cash offer at $124.25 per share, highest price in company's history
- Proposed board nominees have extensive industry and transformation experience
- Potential hostile takeover attempt indicates resistance from current management
- Short timeline for tender offer completion (until February 24, 2025)
Insights
This hostile takeover attempt by QXO represents a sophisticated multi-pronged strategy combining a tender offer with a proxy contest. The proposed slate of directors brings impressive credentials particularly relevant to Beacon's business:
- Three nominees (Bargabos, Czanderna, and May) have deep expertise in building materials and roofing through senior roles at Owens Corning
- Four nominees (Newlin, Lenz, Reitmeier, and Whiteash) bring extensive distribution and supply chain experience from companies like Univar, FedEx, and US LBM
- Multiple nominees have successfully overseen major corporate transformations and M&A transactions
The tender offer price of
The proxy contest timing aligns strategically with Beacon's annual meeting in May, giving shareholders a clear mechanism to support the transaction. QXO's approach of seeking to replace the entire board, rather than pursuing a partial slate, indicates their conviction in the deal rationale and willingness to take an aggressive stance.
The diverse expertise of the nominees in areas like operational efficiency, digital transformation, and supply chain optimization suggests QXO has a clear vision for value creation beyond the initial premium. The inclusion of directors with specific roofing industry knowledge (Bargabos) and distribution expertise (Whiteash) demonstrates a thoughtful approach to board composition that could resonate with institutional shareholders.
GREENWICH, Conn., Feb. 12, 2025 (GLOBE NEWSWIRE) -- QXO, Inc. (NYSE: QXO) announced today that it has informed Beacon Roofing Supply, Inc. (Nasdaq: BECN) that it will propose 10 independent director nominees at Beacon’s 2025 Annual Meeting of Shareholders to replace Beacon’s Board of Directors.
The slate of independent nominees includes current and former senior executives and directors of leading global companies who were selected for their deep expertise with large-scale corporate transformations, extensive knowledge of the building products and distribution sectors, and track records of unlocking shareholder value.
“We are proposing a slate of high-caliber, independent director nominees who are astute at delivering value to shareholders of large public companies,” said Brad Jacobs, chairman and chief executive officer of QXO. “If elected, our nominees would give Beacon’s shareholders a direct voice in advocating for an independent evaluation of QXO’s proposal.”
On January 27, 2025, QXO commenced a tender offer to purchase all outstanding shares of Beacon for
QXO intends to solicit proxies from Beacon stockholders by filing a proxy statement and universal WHITE proxy voting card for Beacon’s 2025 Annual Meeting. Beacon stockholders can choose to replace Beacon’s current directors and elect the 10 new directors proposed by QXO by voting “FOR” on the universal WHITE proxy card. Stockholders can cast their vote prior to or at Beacon’s 2025 Annual Meeting, which is expected to be held in May.
Nominees
QXO’s independent nominees for Beacon’s Board of Directors are:
Sheree Bargabos: Sheree Bargabos served as president, roofing and asphalt for over a decade with Owens Corning (NYSE: OC), a global manufacturer of building and composite material systems. During her 37-year tenure with the company, she held a variety of leadership roles, including vice president, customer experience, roofing. More recently, Ms. Bargabos was a non-executive director of the board and member of the governance committee of PGT Innovations, Inc. (formerly NYSE: PGTI), a manufacturer of high-performance windows and doors, until the company was acquired by MITER Brands in 2024. Since 2018, she has served on the board of Steel Dynamics, Inc. (Nasdaq: STLD), a leading steel producer in the U.S., where she sits on the audit and compensation committees.
Paul Camuti: Paul Camuti is the former executive vice president and chief technology and sustainability officer of Trane Technologies plc (NYSE: TT), a global leader in HVAC and refrigeration solutions for residential, commercial, and industrial markets, which separated from Ingersoll Rand, Inc. (NYSE: IR) in 2020. Prior to that, Mr. Camuti served as chief technology officer, corporate sustainability, and senior vice president, innovation, at Ingersoll Rand for nine years. Earlier, he spent 13 years at Siemens AG (OTC: SIEGY), holding various divisional executive leadership roles. Mr. Camuti currently serves on the board of Garrett Motion, Inc. (Nasdaq: GTX) and previously served on the board of The ExOne Company (formerly Nasdaq: XONE).
Karel Czanderna: Karel Czanderna is the former president, chief executive officer and a board director of Flexsteel Industries, Inc. (Nasdaq: FLXS), a global leader in the design and production of residential furniture. Prior to Flexsteel, she was group president of the building materials division of Owens Corning (NYSE: OC) and earlier held divisional executive leadership roles with Whirlpool Corp. (NYSE: WHR). Ms. Czanderna serves on the boards of Cibo Vita, Inc. and Soteria Flexibles, and previously served on the board of BlueLinx Holdings Inc. (NYSE: BXC), a wholesale distributor of building and industrial products.
Jonathan Foster: Jonathan Foster is the founder and a managing director of Current Capital Partners, an independent advisory and merchant banking firm. His 35-year career in financial and investment services includes 10 years with Lazard, Inc. (NYSE: LAZ), where he rose to managing director. He has served on more than 40 corporate boards, including current roles on the boards of Berry Global Group, Inc. (NYSE: BERY), Five Point Holdings, LLC (NYSE: FPH), and Lear Corp. (NYSE: LEA). Previously, he was a director and the audit committee chair of door manufacturer Masonite International Corp. for 15 years and served on the special transaction committee during the company’s sale to Owens Corning (NYSE: OC).
Mauro Gregorio: Mauro Gregorio is the former president of Performance Materials & Coatings at Dow Inc. (NYSE: DOW), a global leader in materials science. He previously served as chief executive officer of Dow Silicones Corp., formerly Dow Corning, and president of Dow Consumer Solutions. Mr. Gregorio serves on the board of Eagle Materials, Inc. (NYSE: EXP), a construction products manufacturer, and sits on the audit and corporate governance, nominating and sustainability committees. Mr. Gregorio also serves on the board of Radius Recycling, Inc. (Nasdaq: RDUS), formerly Schnitzer Steel Industries, Inc., and sits on the audit and compensation and human resources committees.
Michael Lenz: Michael Lenz is the former chief financial officer of FedEx Corp. (NYSE: FDX), overseeing all financial functions within its portfolio of transportation, e-commerce and supply chain management services. He held a variety of senior roles during his 18-year tenure with FedEx, including senior vice president and treasurer. Prior to FedEx, he was with American Airlines Group, Inc. (NYSE: AAL) for 11 years in investor relations, international network, and strategic planning roles. Mr. Lenz serves on the board of Methodist Le Bonheur Healthcare.
Teresa May: Teresa May is the president and owner of H+G Advisory, LLC and an advisor for portfolio operations at private equity firm KPS Capital Partners. Her 25-year career as an international growth and strategic marketing executive includes prior positions as chief marketing officer for American Woodmark Corp. (Nasdaq: AMWD), head of global strategic marketing for Owens Corning (NYSE: OC), and president of healthcare and chief strategy officer of security solutions for Stanley Black & Decker, Inc. (NYSE: SWK). Ms. May is a member of the board of Fluidmaster, Inc., a global leader in water management, and previously served on the boards of American Woodmark and Transcendia, Inc.
Stephen Newlin: Stephen Newlin is the former president, chief executive officer and chairman of the board of Univar Solutions, Inc. (NYSE: UNVR), a global chemicals distributor. Prior to Univar, he was president, chief executive officer and chairman of PolyOne Corp., now Avient Corp. (NYSE: AVNT), a specialty polymer manufacturer and distributor. Mr. Newlin is currently chairman of the board of Oshkosh Corp. (NYSE: OSK), a global equipment manufacturer, where he also sits on the audit, governance, and human resource committees. He previously served on the boards of The Chemours Company (NYSE: CC) and Valspar Corp (NYSE: VAL), prior to its acquisition by Sherwin Williams in 2017.
Joseph Reitmeier: Joseph Reitmeier is the former chief financial officer of Lennox International, Inc. (NYSE: LII), a global manufacturer of residential and commercial climate control solutions and refrigeration systems. Since 2016, he has served on the board of Watts Water Technologies, Inc. (NYSE: WTS), a global leader of water quality solutions. Mr. Reitmeier currently sits on the board’s audit committee, the governance and sustainability committees, and previously served on the nominating and corporate governance committee.
Wendy Whiteash: Wendy Whiteash is the former executive vice president, integration and strategic priorities, for US LBM Holdings, LLC, a leading distributor of roofing, siding, windows, doors, decking, and engineered components. Earlier, she served as US LBM’s chief human resources officer. Ms. Whiteash spent the first 17 years of her career with Ferguson Enterprises, Inc. (NYSE: FERG), the largest U.S. value-added distributor of plumbing, heating, ventilation, air conditioning and MRO solutions, where she held various roles in finance, operations and human resources.
Advisors
Morgan Stanley & Co. LLC is acting as lead financial advisor to QXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel.
About QXO
QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management, business intelligence and other applications. QXO plans to become a tech-forward leader in the
Forward-Looking Statements
This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets, goals, regulatory approval timing and nominating directors are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Such factors include but are not limited to: the ultimate outcome of any possible transaction between QXO, Inc. (“QXO”) and Beacon Roofing Supply, Inc. (“Beacon”), including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those proposed; uncertainties as to whether Beacon will cooperate with QXO regarding the proposed transaction; the ultimate result should QXO commence a proxy contest for election of directors to Beacon’s Board of Directors; QXO’s ability to consummate the proposed transaction with Beacon; the conditions to the completion of the proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals; QXO’s ability to finance the proposed transaction; the substantial indebtedness QXO expects to incur in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; QXO’s ability to retain certain key employees; and general economic conditions that are less favorable than expected. QXO cautions that forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. QXO does not assume any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.
Important Additional Information and Where to Find It
This communication is for informational purposes only and does not constitute a recommendation, an offer to purchase or a solicitation of an offer to sell Beacon securities. QXO and Queen MergerCo, Inc. (the “Purchaser”) filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) on January 27, 2025, and Beacon filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with the SEC on February 6, 2025. Investors and security holders are urged to carefully read the Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as each may be amended or supplemented from time to time) and the Solicitation/Recommendation Statement as these materials contain important information that investors and security holders should consider before making any decision regarding tendering their common stock, including the terms and conditions of the tender offer. The Tender Offer Statement, Offer to Purchase, Solicitation/Recommendation Statement and related materials are filed with the SEC, and investors and security holders may obtain a free copy of these materials and other documents filed by QXO and Beacon with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the Tender Offer Statement and other documents that QXO and the Purchaser file with the SEC will be made available to all investors and security holders of Beacon free of charge from the information agent for the tender offer: Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022, toll-free telephone: +1 (888) 750-5834.
QXO and the other participants intend to file a preliminary proxy statement and accompanying WHITE universal proxy card with the SEC to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2025 Annual Meeting of stockholders of Beacon. QXO strongly advises all stockholders of Beacon to read the preliminary proxy statement, any amendments or supplements to such proxy statement, and other proxy materials filed by QXO with the SEC as they become available because they will contain important information. Such proxy materials will be available at no charge on the SEC’s website at www.sec.gov and at QXO’s website at investors.qxo.com. In addition, the participants in this proxy solicitation will provide copies of the proxy statement, and other relevant documents, without charge, when available, upon request. Requests for copies should be directed to the participants’ proxy solicitor.
Certain Information Concerning the Participants
The participants in the proxy solicitation are anticipated to be QXO, Brad Jacobs, Ihsan Essaid, Matt Fassler, Mark Manduca, Sheree Bargabos, Paul Camuti, Karel Czanderna, Jonathan Foster, Mauro Gregorio, Michael Lenz, Teresa May, Stephen Newlin, Joseph Reitmeier and Wendy Whiteash. As of the date of this communication, QXO owns 100 shares of common stock of Beacon in record name and Ms. Czanderna may be deemed to beneficially own 10 shares of common stock of Beacon held in a trust, for which Ms. Czanderna’s husband serves as trustee. As of the date of this communication, none of the other participants has any direct or indirect interest, by security holdings or otherwise, in Beacon.
Media Contacts
Joe Checkler
joe.checkler@qxo.com
203-609-9650
Steve Lipin / Lauren Odell
Gladstone Place Partners
212-230-5930
Investor Contacts
Mark Manduca
mark.manduca@qxo.com
203-321-3889
Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
212-750-5833
FAQ
What is QXO's offer price per share for Beacon Roofing Supply?
What premium does QXO's offer represent for Beacon shareholders?
When does QXO's tender offer for Beacon expire?
How many independent directors is QXO proposing for Beacon's board?
Has QXO received regulatory approval for the Beacon acquisition?
